Exhibit 4.9


 


 



 


 


 


 


 


 


 


 


 


 


EBET, INC.


 


TO


_________________________


 


AS TRUSTEE


 


INDENTURE


 


DATED AS OF _____________, 20__


 


SUBORDINATED DEBT SECURITIES


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



 


 


 






    	 	 	 



     


    

 


 


TABLE OF CONTENTS


 






	 	 	Page
	 	 	 
	ARTICLE 1	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	SECTION 1.1	DEFINITIONS	1
	SECTION 1.2	COMPLIANCE CERTIFICATES AND OPINIONS	7
	SECTION 1.3	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	8
	SECTION 1.4	ACTS OF HOLDERS; RECORD DATES	8
	SECTION 1.5	NOTICES, ETC., TO TRUSTEE AND COMPANY	10
	SECTION 1.6	NOTICE TO HOLDERS; WAIVER	10
	SECTION 1.7	CONFLICT WITH TRUST INDENTURE ACT	10
	SECTION 1.8	EFFECT OF HEADINGS AND TABLE OF CONTENTS	10
	SECTION 1.9	SUCCESSORS AND ASSIGNS	10
	SECTION 1.10	SEPARABILITY CLAUSE	11
	SECTION 1.11	BENEFITS OF INDENTURE	11
	SECTION 1.12	GOVERNING LAW	11
	SECTION 1.13	LEGAL HOLIDAYS	11
	SECTION 1.14	INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS	11
	SECTION 1.15	INDENTURE MAY BE EXECUTED IN COUNTERPARTS	11
	ARTICLE 2	SECURITY FORMS	12
	SECTION 2.1	FORMS GENERALLY	12
	SECTION 2.2	FORM OF FACE OF SECURITY	12
	SECTION 2.3	FORM OF REVERSE OF SECURITY	13
	SECTION 2.4	FORM OF LEGEND FOR GLOBAL SECURITIES	16
	SECTION 2.5	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	16
	SECTION 2.6	FORM OF CONVERSION NOTICE	16
	ARTICLE 3	THE SECURITIES	17
	SECTION 3.1	AMOUNT UNLIMITED; ISSUABLE IN SERIES	17
	SECTION 3.2	DENOMINATIONS	19
	SECTION 3.3	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	19
	SECTION 3.4	TEMPORARY SECURITIES	20
	SECTION 3.5	REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE	21
	SECTION 3.6	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES	22
	SECTION 3.7	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	22
	SECTION 3.8	PERSONS DEEMED OWNERS	23
	SECTION 3.9	CANCELLATION	23
	SECTION 3.10	COMPUTATION OF INTEREST	24



 


 


 






    	 	i	 



     


    

 


	ARTICLE 4	SATISFACTION AND DISCHARGE	24
	SECTION 4.1	SATISFACTION AND DISCHARGE OF INDENTURE	24
	SECTION 4.2	APPLICATION OF TRUST MONEY	24
	ARTICLE 5	REMEDIES	25
	SECTION 5.1	EVENTS OF DEFAULT	25
	SECTION 5.2	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	26
	SECTION 5.3	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	26
	SECTION 5.4	TRUSTEE MAY FILE PROOFS OF CLAIM	27
	SECTION 5.5	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES	27
	SECTION 5.6	APPLICATION OF MONEY COLLECTED	27
	SECTION 5.7	LIMITATION ON SUITS	28
	SECTION 5.8	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT	28
	SECTION 5.9	RESTORATION OF RIGHTS AND REMEDIES	28
	SECTION 5.10	RIGHTS AND REMEDIES CUMULATIVE	28
	SECTION 5.11	DELAY OR OMISSION NOT WAIVER	29
	SECTION 5.12	CONTROL BY HOLDERS	29
	SECTION 5.13	WAIVER OF PAST DEFAULTS	29
	SECTION 5.14	UNDERTAKING FOR COSTS	29
	SECTION 5.15	WAIVER OF USURY, STAY OR EXTENSION LAWS	30
	ARTICLE 6	THE TRUSTEE	30
	SECTION 6.1	CERTAIN DUTIES AND RESPONSIBILITIES	30
	SECTION 6.2	NOTICE OF DEFAULTS	30
	SECTION 6.3	CERTAIN RIGHTS OF TRUSTEE	30
	SECTION 6.4	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES	31
	SECTION 6.5	MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES	31
	SECTION 6.6	MONEY HELD IN TRUST	32
	SECTION 6.7	COMPENSATION AND REIMBURSEMENT	32
	SECTION 6.8	CONFLICTING INTERESTS	32
	SECTION 6.9	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	32
	SECTION 6.10	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	33
	SECTION 6.11	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	34



 


 


 






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	SECTION 6.12	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	34
	SECTION 6.13	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	35
	SECTION 6.14	APPOINTMENT OF AUTHENTICATING AGENT	35
	ARTICLE 7	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	36
	SECTION 7.1	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS	36
	SECTION 7.2	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS	36
	SECTION 7.3	REPORTS BY TRUSTEE	36
	SECTION 7.4	REPORTS BY COMPANY	36
	ARTICLE 8	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	37
	SECTION 8.1	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	37
	SECTION 8.2	SUCCESSOR SUBSTITUTED	37
	ARTICLE 9	SUPPLEMENTAL INDENTURES	38
	SECTION 9.1	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	38
	SECTION 9.2	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	39
	SECTION 9.3	EXECUTION OF SUPPLEMENTAL INDENTURES	39
	SECTION 9.4	EFFECT OF SUPPLEMENTAL INDENTURES	40
	SECTION 9.5	CONFORMITY WITH TRUST INDENTURE ACT	40
	SECTION 9.6	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES	40
	ARTICLE 10	COVENANTS	40
	SECTION 10.1	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	40
	SECTION 10.2	MAINTENANCE OF OFFICE OR AGENCY	40
	SECTION 10.3	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST	40
	SECTION 10.4	STATEMENT BY OFFICERS AS TO DEFAULT	41
	SECTION 10.5	EXISTENCE	41
	SECTION 10.6	WAIVER OF CERTAIN COVENANTS	42
	ARTICLE 11	REDEMPTION OF SECURITIES	42
	SECTION 11.1	APPLICABILITY OF ARTICLE	42
	SECTION 11.2	ELECTION TO REDEEM; NOTICE TO TRUSTEE	42
	SECTION 11.3	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	42
	SECTION 11.4	NOTICE OF REDEMPTION	43
	SECTION 11.5	DEPOSIT OF REDEMPTION PRICE	44
	SECTION 11.6	SECURITIES PAYABLE ON REDEMPTION DATE	44



 


 


 






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	SECTION 11.7	SECURITIES REDEEMED IN PART	44
	ARTICLE 12	SINKING FUNDS	44
	SECTION 12.1	APPLICABILITY OF ARTICLE	44
	SECTION 12.2	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	45
	SECTION 12.3	REDEMPTION OF SECURITIES FOR SINKING FUND	45
	ARTICLE 13	DEFEASANCE AND COVENANT DEFEASANCE	45
	SECTION 13.1	COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE	45
	SECTION 13.2	DEFEASANCE AND DISCHARGE	45
	SECTION 13.3	COVENANT DEFEASANCE	46
	SECTION 13.4	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE	46
	SECTION 13.5	DEPOSITED MONEY, U.S. GOVERNMENT OBLIGATIONS AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS	48
	SECTION 13.6	REINSTATEMENT	48
	ARTICLE 14	CONVERSION OF SECURITIES	48
	SECTION 14.1	APPLICABILITY OF ARTICLE	48
	SECTION 14.2	EXERCISE OF CONVERSION PRIVILEGE	49
	SECTION 14.3	NO FRACTIONAL SHARES	49
	SECTION 14.4	ADJUSTMENT OF CONVERSION PRICE OR CONVERSION RATE	49
	SECTION 14.5	NOTICE OF CERTAIN CORPORATE ACTIONS	50
	SECTION 14.6	RESERVATION OF SHARES OF COMMON STOCK	50
	SECTION 14.7	PAYMENT OF CERTAIN TAXES UPON CONVERSION	50
	SECTION 14.8	NONASSESSABILITY	51
	SECTION 14.9	PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS	51
	SECTION 14.10	DUTIES OF TRUSTEE REGARDING CONVERSION	52
	SECTION 14.11	REPAYMENT OF CERTAIN FUNDS UPON CONVERSION	52
	ARTICLE 15	SUBORDINATION OF SECURITIES	52
	SECTION 15.1	AGREEMENT OF SUBORDINATION	52
	SECTION 15.2	PAYMENTS TO HOLDERS	53
	SECTION 15.3	SUBROGATION OF SECURITIES	54
	SECTION 15.4	AUTHORIZATION TO EFFECT SUBORDINATION	55
	SECTION 15.5	NOTICE TO TRUSTEE	55
	SECTION 15.6	TRUSTEE’S RELATION TO SENIOR DEBT	56
	SECTION 15.7	NO IMPAIRMENT OF SUBORDINATION	56
	SECTION 15.8	CERTAIN CONVERSIONS/EXCHANGES DEEMED PAYMENT	56
	SECTION 15.9	ARTICLE APPLICABLE TO PAYING AGENTS	56
	SECTION 15.10	SENIOR DEBT ENTITLED TO RELY	57
	SECTION 15.11	RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT	57
	SECTION 15.12	TRUST MONIES NOT SUBORDINATED	57



 


 


 


 


 


 


 


 






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INDENTURE, dated as of ____________,
20___, between EBET, INC., a corporation duly organized and existing under the laws of the State of Nevada (herein called
the “Company”), having its principal executive office at ________________, and __________________________, a national banking
association duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).


 


RECITALS OF THE
COMPANY


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated
debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more
series as provided in this Indenture.


 


All things necessary to make
this Indenture a valid agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of
the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of any series thereof, as follows:


 


ARTICLE
1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


		SECTION	1.1                   
DEFINITIONS.



 


For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:


 


(1)               
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(2)               
all other terms used herein which are defined in the Trust Indenture Act-, either directly or by reference therein, have the meanings
assigned to them therein;


 


(3)               
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles in the United
States of America as are generally accepted at the date of such computation;


 


(4)               
all references to “$” refer to the lawful currency of the United States of America;


 


(5)               
unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article
or a Section, as the case may be, of this Indenture; and


 


(6)               
the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision.


 


“Act,” when used
with respect to any Holder, has the meaning specified in Section 1.4.


 


“Affiliate” of
any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control
with such specified Person.


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one
or more series.


 


 


 


 






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“Board of Directors”
means either the board of directors of the Company or any duly authorized committee of that board empowered to act for it with respect
to this Indenture.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day,”
when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.


 


“Commission” means
the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution
of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.


 


“Common Stock”
includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company;
provided, however, subject to the provisions of Section 14.9, shares issuable upon conversion of Securities shall include only shares
of the class designated as Common Stock of the Company at the date of this Indenture or shares of any class or classes resulting from
any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event
of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company;
provided, further, that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable
shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears
to the total number of shares of all such classes resulting from all such reclassifications.


 


“Company” means
the corporation named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.


 


“Company Request”
or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its Chief Executive Officer, its President or a Vice President, and by its principal financial officer, its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“control” when
used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Corporate Trust Office”
means the corporate trust office of the Trustee at __________________________________, Attention: Corporate Trust Department, or such
other office, designated by the Trustee by written notice to the Company, at which at any particular time its corporate trust business
shall be administered.


 


“corporation”
means a corporation, association, company, joint-stock company or business trust.


 


“Covenant Defeasance”
has the meaning specified in Section 13.3.


 


“Defaulted Interest”
has the meaning specified in Section 3.7.


 


“Defeasance” has
the meaning specified in Section 13.2.


 


 


 


 






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“Depositary” means,
with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1.


 


“Designated Senior Debt”
means the Company’s obligations under any particular Senior Debt in which the instrument creating or evidencing the same or the
assumption or guarantee thereof (or related agreements or documents to which the Company is a party) expressly provides that such Senior
Debt shall be “Designated Senior Debt” for purposes of this Indenture (provided that such instrument, agreement or other document
may place limitations and conditions on the right of such Senior Debt to exercise the rights of Designated Senior Debt). If any payment
made to any holder of any Designated Senior Debt or its Representative with respect to such Designated Senior Debt is rescinded or must
otherwise be returned by such holder or Representative upon the insolvency, bankruptcy or reorganization of the Company or otherwise,
the reinstated Indebtedness of the Company arising as a result of such rescission or return shall constitute Designated Senior Debt effective
as of the date of such rescission or return.


 


“euro” or “euros”
means the currency adopted by those nations participating in the third stage of the economic and monetary union provisions of the Treaty
on European Union, signed at Maastricht on February 7, 1992.


 


“European Economic Area”
means the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic Area dated May 2, 1992,
as amended.


 


“European Union”
means the member nations of the European Union established by the Treaty of European Union, signed at Maastricht on February 2, 1992,
which amended the Treaty of Rome establishing the European Community.


 


“Event of Default”
has the meaning specified in Section 5.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 


“Expiration Date”
has the meaning specified in Section 1.4.


 


“Foreign Government
Obligation” means with respect to Securities of any series which are not denominated in the currency of the United States of America
(x) any security which is (i) a direct obligation of the government which issued or caused to be issued the currency in which such security
is denominated and for the payment of which obligations its full faith and credit is pledged, or, with respect to Securities of any series
which are denominated in euros, a direct obligation of any member nation of the European Union for the payment of which obligation the
full faith and credit of the respective nation is pledged so long as such nation has a credit rating at least equal to that of the highest
rated member nation of the European Economic Area, or (ii) an obligation of a Person controlled or supervised by or acting as an agency
or instrumentality of a government specified in clause (i) above the timely payment of which is unconditionally guaranteed as a full faith
and credit obligation by the such government, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer
thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect
to any Foreign Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or interest on any Foreign Government Obligation which is
so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Foreign Government Obligation
or the specific payment of principal or interest evidenced by such depositary receipt.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.4 (or such legend
as may be specified as contemplated by Section 3.1 for such Securities).


 


 


 






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“Holder” means
a Person in whose name a Security is registered in the Security Register.


 


“Indebtedness”
means, with respect to any Person, all obligations, whether or not contingent, whether secured or unsecured, due or to become due, outstanding
on the date of this Indenture or thereafter created, incurred or assumed, of such Person (i) (a) for borrowed money (including, but not
limited to, any indebtedness secured by a security interest, mortgage or other lien on the assets of that Person that is (1) given to
secure all or part of the purchase price of property subject thereto, whether given to the vendor of such property or to another, or (2)
existing on property at the time of acquisition thereof), (b) evidenced by a note or similar instrument given in connection with the acquisition
of any businesses, (c) evidenced by a credit or loan agreement, note, debenture, bond or other written instrument, (d) under a lease required
to be capitalized on the balance sheet of the lessee under GAAP or under other leases for facilities, capital equipment or related assets,
whether or not capitalized, entered into or leased for financing purposes, (e) in respect of letters of credit, bank guarantees, bankers’
acceptances and similar facilities (including reimbursement obligations with respect to any of the foregoing), (f) issued or assumed as
the deferred purchase price of any property or services, but excluding trade accounts payable and accrued liabilities arising in the ordinary
course of business, (g) under interest rate or currency swap agreements, cap, floor, collar agreements, hedge agreements, forward contracts
and similar agreements and arrangements; (ii) with respect to any obligation of others of the type described in the preceding clause (i)
and all dividends of another Person, the payment of which, in either case, assumed by or guaranteed in any manner by such Person or for
which such Person is responsible or liable, jointly or severally, as obligor, guarantor or otherwise, or which are secured by a lien on
such Person’s property; and (iii) any and all renewals, extensions, modifications, replacements, restatements and refundings of,
or any Indebtedness or obligation issued in exchange for, any such Indebtedness or obligation described in the preceding clauses (i) or
(ii).


 


“Indenture” means
this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 3.1; provided, however, that if at any time more than one Person is acting as Trustee under this Indenture
due to the appointment of one or more separate Trustees for any one or more separate series of Securities, “Indenture” shall
mean, with respect to such series of Securities for which any such Person is Trustee, this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated
by Section 3.1, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person
is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of
one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee, but to which such person,
as such Trustee, was not a party; provided, further that in the event that this Indenture is supplemented or amended by one or more indentures
supplemental hereto which are only applicable to certain series of Securities, the term “Indenture” for a particular series
of Securities shall only include the supplemental indentures applicable thereto.


 







“interest,” when
used with respect to an Original Issue Discount Security, which by its terms bears interest only after Maturity, means interest payable
after Maturity.


 


“Interest Payment Date,”
when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.


 


“Investment Company
Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


“Maturity,” when
used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, repurchase at the option of the
Holder, upon redemption or otherwise.


 


“Notice of Default”
means a written notice of the kind specified in Section 5.1(4).


 


 


 






    	 	4	 



     


    

 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President or a
Vice President, and by the principal financial officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 10.4
shall be the principal executive, financial or accounting officer of the Company.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for, or an employee of, the Company, and who shall be reasonably acceptable to
the Trustee.


 


“Original Issue Discount
Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2.


 


“Outstanding,”
when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under
this Indenture, except


 


(1)               
Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(2)               
Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(3)               
Securities as to which Defeasance has been effected pursuant to Section 13.2; and


 


(4)               
Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of
the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities
have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date,
(A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.2,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of
such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.1, (C)
the principal amount of a Security denominated in one or more non-U.S. dollar currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.1, of
the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined as
provided in such clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities
which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.


 







“Paying Agent”
means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.


 


“Payment Blockage Notice”
has the meaning specified in Section 15.2.


 


 


 






    	 	5	 



     


    

 


“Person” means
any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or
any agency or political subdivision thereof.


 


“Place of Payment,”
when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest
on the Securities of that series are payable as specified as contemplated by Section 3.1.


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.


 


“Record Date”
means any Regular Record Date or Special Record Date.


 


“Redemption Date,”
when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.


 


“Redemption Price,”
when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated
by Section 3.1.


 


“Representative”
means the (a) indenture trustee or other trustee, agent or representative for any Senior Debt or (b) with respect to any Senior Debt that
does not have any such trustee, agent or other representative, (i) in the case of such Senior Debt issued pursuant to an agreement providing
for voting arrangements as among the holders or owners of such Senior Debt, any holder or owner of such Senior Debt acting with the consent
of the required persons necessary to bind such holders or owners of such Senior Debt and (ii) in the case of all other such Senior Debt,
the holder or owner of such Senior Debt.


 


“Responsible Officer”
means, when used with respect to the Trustee, an officer of the Trustee in the Corporate Trust Office assigned and duly authorized by
the Trustee to administer its corporate trust matters.


 


“Securities” has
the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under
this Indenture.


 


“Securities Act”
means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 3.5.


 


“Senior Debt”
means the principal of, premium, if any, and interest (including all interest accruing subsequent to the commencement of any bankruptcy
or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) on, and all fees
and other amounts payable in connection with, Indebtedness of the Company, whether outstanding on the date of this Indenture or thereafter
created, incurred, assumed, guaranteed or in effect guaranteed by the Company (including all deferrals, renewals, extensions or refundings
of, or amendments, modifications or supplements to, the foregoing), unless in the case of any particular Indebtedness the instrument creating
or evidencing the same or the assumption or guarantee thereof expressly provides that such Indebtedness shall not be senior in right of
payment to the Securities or expressly provides that such Indebtedness is “pari passu” or “ junior” to the Securities.
Notwithstanding the foregoing, the term Senior Debt shall not include any Indebtedness of the Company to any Subsidiary of the Company.
If any payment made to any holder of any Senior Debt or its Representative with respect to such Senior Debt is rescinded or must otherwise
be returned by such holder or Representative upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the reinstated
Indebtedness of the Company arising as a result of such rescission or return shall constitute Senior Debt effective as of the date of
such rescission or return.


 


 






    	 	6	 



     


    

 


“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


“Stated Maturity,”
when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security
as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.


 


“Subsidiary” means
a Person of which more than 50% of the outstanding voting stock having the power to elect a majority of the board of directors of such
Person (in the case of a corporation) is, or of which more than 50% of the equity interests (in the case of a Person which is not a corporation)
are, at the time owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, “voting stock” means stock or other similar interests to the Company
which ordinarily has or have voting power for the election of directors, or persons performing similar functions, whether at all times
or only so long as no senior class of stock or other interests has or have such voting power by reason of any contingency.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.


 


“Trustee” means
the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is
then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that series.


 


“U.S. Government Obligation”
means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit
of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt
from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


 


“Vice President,”
when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words
added before or after the title “vice president.”


 


		SECTION	1.2                   
COMPLIANCE CERTIFICATES AND OPINIONS.



 


Upon any application or request
by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form
of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture shall include,


 


 


 


 






    	 	7	 



     


    

 


(1)               
a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(2)               
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)               
a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary
to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)               
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


		SECTION	1.3                   
FORM OF DOCUMENTS DELIVERED TO TRUSTEE.



 


In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but
one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion
of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers
of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters
are erroneous.


 


Where any Person is required
to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.


 


		SECTION	1.4                   
ACTS OF HOLDERS; RECORD DATES.



 


Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company. The Trustee shall promptly deliver to the Company
copies of all such instrument or instruments delivered to the Trustee. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


 


The fact and date of the execution
by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or
her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date
of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other
manner that the Trustee deems sufficient.


 


 


 


 






    	 	8	 



     


    

 


The ownership of Securities
shall be proved by the Security Register.


 


Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action
is made upon such Security.


 


The Company may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any
request, demand, authorization, direction, vote, notice, consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions
of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after
such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant
to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no
effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant
to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth
in Section 1.6.


 


The Trustee may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or
making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to institute proceedings
referred to in Section 5.7(2) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series.
If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration
Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is
set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 1.6.


 


With respect to any record
date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date”
and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration
Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable
record date.


 


Without limiting the foregoing,
a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.


 


 


 






    	 	9	 



     


    

 


		SECTION	1.5                   
NOTICES, ETC., TO TRUSTEE AND COMPANY.



 


Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,


 


(1)               
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing (or by facsimile transmissions, provided that oral confirmation of receipt shall have been received) to or with the Trustee
at its Corporate Trust Office, or


 


(2)               
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, personally delivered or sent via overnight courier to the Company addressed
to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished
in writing to the Trustee by the Company, Attention: Chief Financial Officer.


 


		SECTION	1.6                   
NOTICE TO HOLDERS; WAIVER.



 


Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, or delivered by hand or overnight courier, to each Holder affected by such event, at its address
as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed
for the giving of such notice. Neither the failure to mail or deliver by hand or overnight courier any notice, nor any defect in any notice
so mailed or delivered by hand or overnight courier, to any particular Holder shall affect the sufficiency of such notice with respect
to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled
to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver.


 


In case by reason of the suspension
of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


		SECTION	1.7                   
CONFLICT WITH TRUST INDENTURE ACT.



 


If any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act, which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.


 


		SECTION	1.8                   
EFFECT OF HEADINGS AND TABLE OF CONTENTS.



 


The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


		SECTION	1.9                   
SUCCESSORS AND ASSIGNS



 


All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


 


 


 






    	 	10	 



     


    

 


		SECTION	1.10                
SEPARABILITY CLAUSE.



 


In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


		SECTION	1.11                
BENEFITS OF INDENTURE.



 


Nothing in this Indenture
or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior Debt and the
Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


		SECTION	1.12                
GOVERNING LAW.



 


THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK. THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE
ACT OF 1939, AS AMENDED, THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.
EACH OF THE COMPANY AND THE TRUSTEE AND EACH HOLDER OF A SECURITY OR A COUPON HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


		SECTION	1.13                
LEGAL HOLIDAYS.



 


In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Security or the last date on which a Holder has the right to convert a Security
at a particular conversion price or conversion rate, as the case may be, shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) or, if applicable to a particular
series of Securities, conversion need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, at the Stated
Maturity or on such last day for conversion, as the case may be.


 


		SECTION	1.14                
INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.



 


No recourse for the payment
of the principal of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and
no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in
any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder,
employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.


 


		SECTION	1.15                
INDENTURE MAY BE EXECUTED IN COUNTERPARTS.



 


This instrument may be executed
in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same
instrument.


 


 


 






    	 	11	 



     


    

 


ARTICLE
2

SECURITY FORMS


 


		SECTION	2.1                   
FORMS GENERALLY.



 


The Securities of each series
shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor
or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Any such Board Resolution
or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or
pursuant to such Board Resolution.


 


The definitive Securities
shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the
officers executing such Securities, as evidenced by their execution of such Securities.


 


		SECTION	2.2                   
FORM OF FACE OF SECURITY.



 


[INSERT ANY LEGEND REQUIRED
BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.]


 


EBET, INC.,
a corporation duly organized and existing under the laws of Nevada (herein called the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to_____________, or registered assigns,
the principal sum of ____________________ dollars on ________________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT _________,
and to pay interest thereon from ____________________ or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on ____________ and _____________ in each year, commencing _____________, at the rate of ______% per
annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT —, provided that any principal and
premium, and any such installment of interest, which is overdue shall bear interest at the rate of ______% per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available
for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ____________ or ____________
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].


 


[IF THE SECURITY IS NOT
TO BEAR INTEREST PRIOR TO MATURITY, INSERT — The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any
overdue premium shall bear interest at the rate of ______% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal
or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall bear interest
at the rate of ______% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the
date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable
on demand.]]


 


 


 


 






    	 	12	 



     


    

 


Payment of the principal of
(and premium, if any) and [IF APPLICABLE, INSERT — any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in ___________, in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [IF APPLICABLE, INSERT —; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register].


 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed.


 


Dated:





	 	EBET, INC.
	 	 
	 	By:	 

	 	 
	 	Title:	 




 








ATTEST:


 


 


 


		SECTION	2.3                   
FORM OF REVERSE OF SECURITY.



 


This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of ____________, 20__ (herein called the “Indenture,” which term shall have the meaning
assigned to it in such instrument), between the Company and _____________________, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof [IF APPLICABLE, INSERT —, limited in aggregate principal amount to $_____________].


 


[IF APPLICABLE, INSERT —
The Securities of this series are subject to redemption upon not less than [IF APPLICABLE, INSERT — 30] days’ notice by mail,
[IF APPLICABLE, INSERT — (1) on _____________ in any year commencing with the year ______ and ending with the year ______ through
operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [IF APPLICABLE,
INSERT — on or after _____________, 20___], as a whole or in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [IF APPLICABLE, INSERT — on or before ____________, _____%, and
if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to _____% of the
principal amount, together in the case of any such redemption [IF APPLICABLE, INSERT — (whether through operation of the sinking
fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business
on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


	YEAR	 	REDEMPTION

PRICE
	 	 	 


 


 


 






    	 	13	 



     


    

 


[IF APPLICABLE, INSERT —The
Securities of this series are subject to redemption upon not less than [IF APPLICABLE, INSERT — 30] days’ notice by mail,
(1) on ____________ in any year commencing with the year ______ and ending with the year ______ through operation of the sinking fund
for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [IF APPLICABLE, INSERT — on or after ____________], as a whole or in part,
at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning _____________ of
the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption
(whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


	YEAR	 	REDEMPTION PRICE

FOR REDEMPTION

THROUGH OPERATION

OF THE SINKING FUND	 	REDEMPTION PRICE

FOR REDEMPTION

OTHER THAN

THROUGH OPERATION

OF THE SINKING FUND
	 	 	 	 	 
	 	 	 	 	 


 


[IF APPLICABLE, INSERT —
Notwithstanding the foregoing, the Company may not, prior to _____________, redeem any Securities of this series as contemplated by [IF
APPLICABLE, INSERT — clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than _____% per annum.]


 


[IF APPLICABLE, INSERT —
The sinking fund for this series provides for the redemption on ____________, in each year beginning with the year ______ and ending with
the year ______ of [IF APPLICABLE, INSERT — not less than $__________ (“mandatory sinking fund”) and not more than]
$___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise
than through [IF APPLICABLE, INSERT — mandatory] sinking fund payments may be credited against subsequent [IF APPLICABLE, INSERT
— mandatory] sinking fund payments otherwise required to be made [IF APPLICABLE, INSERT —, in the inverse order in which they
become due].]


 


[IF THE SECURITY IS SUBJECT
TO REDEMPTION OF ANY KIND, INSERT — In the event of redemption of this Security in part only, a new Security or Securities of
this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


 


[IF APPLICABLE, INSERT —
The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants
and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.]


 


[IF THE SECURITY IS CONVERTIBLE
INTO OTHER SECURITIES OF THE COMPANY, SPECIFY THE CONVERSION FEATURES.]


 


The indebtedness evidenced
by this Security is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Debt of the Company, and this Security is issued subject to such provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his attorney-in-fact for any and all such purposes.


 


 


 






    	 	14	 



     


    

 


[IF THE SECURITY IS NOT
AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT — If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture.]


 


[IF THE SECURITY IS AN
ORIGINAL ISSUE DISCOUNT SECURITY, INSERT — If an Event of Default with respect to Securities of this series shall occur and
be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to — INSERT FORMULA FOR DETERMINING THE AMOUNT. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent
that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series shall terminate.]


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series
at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than a majority in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


 


The Securities of this series
are issuable only in registered form without coupons in denominations of $_______ and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


 


 


 






    	 	15	 



     


    

 


Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security
that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


		SECTION	2.4                   
FORM OF LEGEND FOR GLOBAL SECURITIES.



 


Unless otherwise specified
as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:


 


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.


 


		SECTION	2.5                   
FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.



 


The Trustee’s certificates
of authentication shall be in substantially the following form:


 


This is one of the Securities
of the series designated herein referred to in the within-mentioned Indenture.


 


_____________________________

as Trustee


 


By: ____________________________


           Authorized Officer


 


		SECTION	2.6                   
FORM OF CONVERSION NOTICE.



 


Unless otherwise as contemplated
by Section 3.1, or in a supplemental indenture for the Securities evidenced hereby, conversion notices shall be in substantially the following
form:


 


To EBET, INC.:


 


The undersigned owner of this
Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple
thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional
shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof
unless a different name has been indicated below. If shares are to be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies
this Security.


 


Principal Amount to be Converted
_____________________________________ (in an integral multiple of $1,000, if less than all) U.S. $____________


 


Dated:


 


 


 






    	 	16	 



     


    

 





	 	Signature(s) must be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion
program) pursuant to Securities and Exchange Commission Rule 17Ad-15.
	 	 
	 	Signature Guaranty



 


Fill in for registration of
shares of Common Stock and Security if to be issued otherwise than to the registered Holder.



 


	 	 	 	 
	 	(Name)	 	Social Security or Other Taxpayer
	 	 	 	Identification Number
	 	 	 	 
	 	Please print Name and Address	 	 
	 	(including zip code)	 	 



 


[The above conversion notice is to be modified,
as appropriate, for conversion into other securities or property of the Company.]


 


ARTICLE
3

THE SECURITIES


 


		SECTION	3.1                   
AMOUNT UNLIMITED; ISSUABLE IN SERIES.



 


The aggregate principal amount
of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided,
in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series,


 


(1)               
the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);


 


(2)               
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3,
are deemed never to have been authenticated and delivered hereunder);


 


(3)               
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


(4)               
the date or dates on which the principal of any Securities of the series is payable;


 


(5)               
the rate or rates (which may be fixed or variable) at which any Securities of the series shall bear interest, if any, the date
or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular
Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates and rates);


 


(6)               
the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;


 


 


 


 






    	 	17	 



     


    

 


(7)               
the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which
any election by the Company to redeem the Securities shall be evidenced;


 


(8)               
the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(9)               
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series
shall be issuable;


 


(10)            
if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts shall be determined;


 


(11)            
if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of
or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the
currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section
1.1;


 


(12)            
if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company
or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be
payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which
such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and
the amount so payable (or the manner in which such amount shall be determined);


 


(13)            
if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;


 


(14)            
if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or
more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such
date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity
other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such
case, the manner in which such amount deemed to be the principal amount shall be determined);


 


(15)            
if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2
or Section 13.3 or both such Sections, or any other defeasance provisions applicable to any Securities of the series, and, if other than
by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(16)            
if applicable, the terms of any right to convert or exchange Securities of the series into shares of Common Stock of the Company
or other securities or property;


 


(17)            
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any
such Global Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in addition to or in lieu of those
set forth in clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons
other than the Depositary for such Global Security or a nominee thereof;


 


 


 


 






    	 	18	 



     


    

 


(18)            
any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;


 


(19)            
any addition to or change in the covenants set forth in Article 10 which applies to Securities of the series;


 


(20)            
any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of
the Securities of such series, including, without limitation, exchange rate agents and calculation agents;


 


(21)            
if applicable, the terms of any security that will be provided for a series of Securities, including provisions regarding the circumstances
under which collateral may be released or substituted;


 


(22)            
if applicable, the terms of any guaranties for the Securities and any circumstances under which there may be additional obligors
on the Securities;


 


(23)            
any addition to or change in or modification to the subordination provisions of this Indenture relating to the Securities of that
series (including the provisions of Article 15), or different subordination provisions, including a different definition of “Senior
Debt” or “Designated Senior Debt,” will apply to Securities of the series; and


 


(24)            
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.1(5)).


 


All Securities of any one
series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto.


 


If any of the terms of the
series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series.


 


The Securities shall be subordinated
in right of payment to Senior Debt as provided in Article 15.


 


		SECTION	3.2                   
DENOMINATIONS.



 


The Securities of each series
shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section
3.1. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall
be issuable in denominations of $1,000 and any integral multiple thereof.


 


		SECTION	3.3                   
EXECUTION, AUTHENTICATION, DELIVERY AND DATING.



 


The Securities shall be executed
on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its principal financial
officer, its President or one of its Vice Presidents, attested by its Treasurer, its Secretary or one of its Assistant Treasurers or Assistant
Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.


 


Securities bearing the manual
or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did
not hold such offices at the date of such Securities.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to
the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee
in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series
have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, a copy of such Board Resolution, the Officers’ Certificate
setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating,


 


 


 


 






    	 	19	 



     


    

 


(1)               
if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form
has been established in conformity with the provisions of this Indenture;


 


(2)               
if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such
terms have been established in conformity with the provisions of this Indenture; and


 


(3)               
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


 


If such form or terms have
been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.


 


Notwithstanding the provisions
of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.


 


Each Security shall be dated
the date of its authentication.


 


No Security shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


Neither the Company nor the
Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, check, advice of payment or redemption
notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for
convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers.


 


		SECTION	3.4                   
TEMPORARY SECURITIES.



 


Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.


 


If temporary Securities of
any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the
same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and
tenor.


 


 


 






    	 	20	 



     


    

 


		SECTION	3.5                   
REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.



 


The Company shall cause to
be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency
of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers
of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers
of Securities as herein provided.


 


Upon surrender for registration
of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


At the option of the Holder,
Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making
the exchange is entitled to receive.


 


All Securities issued upon
any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.


 


Every Security presented or
surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder
thereof or its attorney duly authorized in writing.


 


No service charge shall be
made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.


 


If the Securities of any series
(or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer
of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption
under Section 11.3 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 


The provisions of clauses
(1), (2), (3) and (4) below shall apply only to Global Securities:


 


(1)               
Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security
shall constitute a single Security for all purposes of this Indenture.


 


 


 


 






    	 	21	 



     


    

 


(2)               
Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue
as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have
occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any,
in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1.


 


(3)               
Subject to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security
shall direct.


 


(4)               
Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be authenticated and delivered
in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary
for such Global Security or a nominee thereof.


 


		SECTION	3.6                   
MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.



 


If any mutilated Security
is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered
to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security
or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously outstanding.


 


In case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security.


 


Upon the issuance of any new
Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security of any
series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued
hereunder.


 


The provisions of this Section
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


 


		SECTION	3.7                   
PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.



 


Except as otherwise provided
as contemplated by Section 3.1 with respect to any series of Securities or in a supplemental indenture with respect to any series of Securities,
interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to
the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest.


 


 


 






    	 	22	 



     


    

 


Any interest on any Security
of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:


 


(1)               
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest, which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities
of such series in the manner set forth in Section 1.6, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


(2)               
The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee.


 


Subject to the foregoing provisions
of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


		SECTION	3.8                   
PERSONS DEEMED OWNERS.



 


Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


		SECTION	3.9                   
CANCELLATION.



 


All Securities surrendered
for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly canceled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of in accordance with its
customary procedures.


 


 


 






    	 	23	 



     


    

 


		SECTION	3.10                
COMPUTATION OF INTEREST.



 


Except as otherwise specified
as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months.


 


ARTICLE
4

SATISFACTION AND DISCHARGE


 


		SECTION	4.1                   
SATISFACTION AND DISCHARGE OF INDENTURE.



 


This Indenture shall
upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when


 


(1)               
either


 


(A)              
all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust,
as provided in Section 10.3) have been delivered to the Trustee for cancellation; or


 


(B)              
all such Securities not theretofore delivered to the Trustee for cancellation


 


(i)                 
have become due and payable, or


 


(ii)               
will become due and payable at their Stated Maturity within one year, or


 


(iii)             
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;


 


(2)               
the Company has paid or caused to be paid all other sums payable hereunder by the Company; and


 


(3)               
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1)
of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.


 


		SECTION	4.2                   
APPLICATION OF TRUST MONEY.



 


Subject to the provisions
of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied
by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal
and any premium and interest for whose payment such money has been deposited with the Trustee.


 


 


 



    	 	24	 



     


    

 


ARTICLE
5

REMEDIES


 


		SECTION	5.1                   
EVENTS OF DEFAULT.



 


“Event of Default,”
wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be occasioned by the provisions of Article 15 or be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body), unless in the Board Resolution, supplemental indenture or Officers’ Certificate establishing such series, it is provided
that such series shall not have the benefit of said Event of Default:


 


(1)               
default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or


 


(2)               
default in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


(3)               
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


(4)               
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for
a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(5)               
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or
order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or


 


(6)               
the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by
it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance of any such action; or


 


(7)               
any other Event of Default provided with respect to Securities of that series in the Board Resolution, supplemental indenture or
Officers’ Certificate establishing that series.


 


 


 






    	 	25	 



     


    

 


		SECTION	5.2                   
ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.



 


Unless the Board Resolution,
supplemental indenture or Officers’ Certificate establishing such series provides otherwise, if an Event of Default (other than
an Event of Default specified in Section 5.1(5) or 5.1(6)) with respect to Securities of any series at the time Outstanding occurs and
is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof), and premium,
if any, together with accrued and unpaid interest, if any, thereon, to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by the Holders), and upon any such declaration such principal amount (or specified amount), and premium,
if any, together with accrued and unpaid interest, if any, thereon, shall become immediately due and payable. If an Event of Default specified
in Section 5.1(5) or 5.1(6) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof), and premium, if any, together with accrued and unpaid interest, if any, thereon,
shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and
payable. Any payments by the Company on the Securities following any such acceleration will be subject to the subordination
provisions of Article 15 to the extent provided therein.


 


At any time after such a declaration
of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if


 


(1)               
the Company has paid or deposited with the Trustee a sum sufficient to pay


 


(A)              
all overdue interest on all Securities of that series,


 


(B)              
the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration
of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,


 


(C)              
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor
in such Securities, and


 


(D)              
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and


 


(2)               
all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


No such rescission shall affect
any subsequent default or impair any right consequent thereon.


 


		SECTION	5.3                   
COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.



 


The Company covenants that
if


 


(1)               
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues
for a period of 30 days, or


 


(2)               
default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


 


 


 






    	 	26	 



     


    

 


If an Event of Default with
respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper remedy.


 


		SECTION	5.4                   
TRUSTEE MAY FILE PROOFS OF CLAIM.



 


In case of any judicial proceeding
relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have
claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive
any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 6.7. No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder
in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy
or similar official and be a member of a creditors’ or other similar committee.


 


		SECTION	5.5                   
TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.



 


All rights of action and claims
under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or
the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities
in respect of which such judgment has been recovered.


 


		SECTION	5.6                   
APPLICATION OF MONEY COLLECTED.



 


Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all
amounts due the Trustee under Section 6.7;


 


SECOND: Subject to Article
15, to the payment of the amounts then due and unpaid for principal of and any premium, if any, and interest on the Securities in respect
of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities for principal and any premium, if any, and interest, respectively; and


 


THIRD: The balance, if any,
to the Company or any other Person or Persons entitled thereto.


 


 


 






    	 	27	 



     


    

 


		SECTION	5.7                   
LIMITATION ON SUITS.



 


No Holder of any Security
of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless


 


(1)               
such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities
of that series;


 


(2)               
the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)               
such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;


 


(4)               
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and


 


(5)               
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all
of such Holders.


 


		SECTION	5.8                   
UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT.



 


Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment
of the principal of and any premium and (subject to Section 3.7) interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date), to convert such Securities in accordance with Article 14 to
the extent that such right to convert is applicable to such Security, and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder.


 


		SECTION	5.9                   
RESTORATION OF RIGHTS AND REMEDIES.



 


If the Trustee or any Holder
has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination
in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


		SECTION	5.10                
RIGHTS AND REMEDIES CUMULATIVE.



 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


 


 






    	 	28	 



     


    

 


		SECTION	5.11                
DELAY OR OMISSION NOT WAIVER.



 


No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee
(subject to the limitations contained in this Indenture) or by the Holders, as the case may be.


 


		SECTION	5.12                
CONTROL BY HOLDERS.



 


The Holders of a majority
in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that


 


(1)               
such direction shall not be in conflict with any rule of law or with this Indenture and the Trustee shall not have determined that
the action so directed would be unjustly prejudicial to Holders of Securities of that series, or any other series, not taking part in
such direction; and


 


(2)               
the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction or this Indenture.


 


		SECTION	5.13                
WAIVER OF PAST DEFAULTS.



 


The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such
series waive any past default hereunder with respect to such series and its consequences, except


 


(1)               
a default in the payment of the principal of or any premium or interest on any Security of such series as and when the same shall
become due and payable by the terms thereof, otherwise than by acceleration (unless such default has been cured and a sum sufficient to
pay all matured installments of interest, principal and premium, if any, has been deposited with the Trustee), or


 


(2)               
to the extent such right is applicable to such Security, a failure by the Company on request to convert any Security into Common
Stock; or


 


(3)               
in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.


 


Upon any such waiver, such
default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


		SECTION	5.14                
UNDERTAKING FOR COSTS.



 


In any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted
by the Company or in any suit for the enforcement of the right to convert any Security in accordance with Article 14.


 


 


 






    	 	29	 



     


    

 


		SECTION	5.15                
WAIVER OF USURY, STAY OR EXTENSION LAWS.



 


The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted
to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


ARTICLE
6

THE TRUSTEE


 


		SECTION	6.1                   
CERTAIN DUTIES AND RESPONSIBILITIES.



 


The duties and responsibilities
of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.


 


		SECTION	6.2                   
NOTICE OF DEFAULTS.



 


If a default occurs hereunder
with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and
to the extent provided by the Trust Indenture Act; provided, however, that except in the case of a default in the payment of principal
of (or premium, if any) or interest on any Securities of such series or in the payment of any sinking fund installment or any conversion
right applicable to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests
of the holders of Securities of such series; provided, further, however, that in the case of any default of the character specified in
Section 5.1(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event that is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such series.


 


Except with respect to Section
10.1, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article
10. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default occurring
pursuant to Sections 5.1(1), 5.1(2) and 5.1(3) (defaults in payments on the Securities) or (ii) any Default or Event of Default of which
the Trustee shall have received written notification or obtained actual knowledge.


 


Delivery of reports, information
and documents to the Trustee under Section 7.4 is for informational purposes only and the Trustee’s receipt of the foregoing shall
not constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officers’
Certificates).


 


		SECTION	6.3                   
CERTAIN RIGHTS OF TRUSTEE.



 


Subject to the provisions
of Section 6.1:


 


(1)               
in the absence of bad faith on the part of the Trustee, the Trustee may rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the
proper party or parties;


 


 


 


 






    	 	30	 



     


    

 


(2)               
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order,
and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


(3)               
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) is entitled
to and may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;


 


(4)               
the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(5)               
the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security
or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;


 


(6)               
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney; and


 


(7)               
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.


 


		SECTION	6.4                   
NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.



 


The recitals contained herein
and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations
as to the validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall
be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


		SECTION	6.5                   
MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES.



 


The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Subject to the limitations
imposed by the Trust Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as trustee under other
indentures under which other securities, or certificates of interest of participation in other securities, of the Company are outstanding
in the same manner as if it were not Trustee hereunder.


 


 


 






    	 	31	 



     


    

 


		SECTION	6.6                   
MONEY HELD IN TRUST.



 


Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed with the Company.


 


		SECTION	6.7                   
COMPENSATION AND REIMBURSEMENT.



 


The Company agrees:


 


(1)               
to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(2)               
except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to its negligence or bad faith; and


 


(3)               
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers
or duties hereunder.


 


When the Trustee incurs expenses
or renders services after an Event of Default specified in Section 5.1(5) or Section 5.1(6) hereof occurs, the expenses and the compensation
for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under
any applicable bankruptcy, insolvency, reorganization or similar law.


 


		SECTION	6.8                   
CONFLICTING INTERESTS.



 


If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act and there is an Event of Default under the Securities of
that series, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be
deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.


 


		SECTION	6.9                   
CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.



 


There shall at all times be
one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has (or if
the Trustee is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of at least $50,000,000.
If any such Person or bank holding company publishes reports of condition at least annually, pursuant to law or to the requirements of
its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act,
the combined capital and surplus of such Person or bank holding company shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall
cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


 


 






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		SECTION	6.10                
RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.



 


No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment
by the successor Trustee in accordance with the applicable requirements of Section 6.11. The Trustee may resign at any time with respect
to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.


 


The Trustee may be removed
at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series, delivered to the Trustee and to the Company.


 


If at any time:


 


(1)               
the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or


 


(2)               
the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company
or by any such Holder, or


 


(3)               
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with
respect to all Securities, or (B) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee or Trustees.


 


If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements
of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by
the Company or the Holders and accepted appointment in the manner required by Section 6.11, the retiring Trustee may petition, or any
Holder who has been a bona fide Holder of a Security of such series for at least six months may petition, on behalf of himself and all
others similarly situated, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series.


 


The Company shall give notice
of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee
with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.6. Each notice
shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.


 


 


 






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		SECTION	6.11                
ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.



 


In case of the appointment
hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.


 


In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust
and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.


 


Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 


No successor Trustee shall
accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.


 


		SECTION	6.12                
MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.



 


Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust
business of the Trustee (including the administration of the trust created by this Indenture), shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.
In the event that any Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate
and deliver such Securities in either its own name or that of such predecessor Trustee, with the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee.


 


 


 






    	 	34	 



     


    

 


		SECTION	6.13                
PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.



 


If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions
of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).


 


		SECTION	6.14                
APPOINTMENT OF AUTHENTICATING AGENT.



 


The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its
bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.


 


Any corporation into which
an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall
be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or
the Authenticating Agent.


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


The Trustee agrees to pay
to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled
to be reimbursed for such payments, subject to the provisions of Section 6.7.


 


If an appointment with respect
to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in lieu of the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following form:


 


This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture.


 


	 	 
	 	as Trustee
	 	By:	 
	 	By:	 



 



 


 






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ARTICLE
7

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


		SECTION	7.1                   
COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.



 


The Company will furnish or
cause to be furnished to the Trustee


 


(1)               
semi-annually, not later than 15 days after the Regular Record Date for each respective series of Securities, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record
Date, as the case may be, or if there is no Regular Record Date for such series of Securities, semi-annually, and


 


(2)               
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided that no such
list need be furnished by the Company to the Trustee so long as the Trustee is acting as Security Registrar.


 


		SECTION	7.2                   
PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.



 


The Trustee shall preserve,
in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.


 


The rights of Holders to communicate
with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges
of the Trustee, shall be as provided by the Trust Indenture Act. Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by
reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.


 


		SECTION	7.3                   
REPORTS BY TRUSTEE.



 


The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.


 


Reports so required to be
transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 15 in each calendar year, commencing
with the first July 15 after the first issuance of Securities pursuant to this Indenture.


 


A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed,
with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.


 


		SECTION	7.4                   
REPORTS BY COMPANY.



 


The Company shall file with
the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided
that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.


 


 


 






    	 	36	 



     


    

 


ARTICLE
8

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


		SECTION	8.1                   
COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.



 


The Company shall not consolidate
with or merge into any other Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease
its properties and assets substantially as an entirety to any Person, unless:


 


(1)               
in case the Company shall consolidate with or merge into another Person (in a transaction in which the Company is not the surviving
corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties
and assets of the Company substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other
business entity, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District
of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance
or observance of every covenant of this Indenture on the part of the Company to be performed or observed and the conversion rights shall
be provided for in accordance with Article 14, if applicable, or as otherwise specified pursuant to Section 3.1, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation
or into which the Company shall have been merged or by the Person which shall have acquired the Company’s assets;


 


(2)               
immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or
any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred
and be continuing; and


 


(3)               
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied
with.


 


		SECTION	8.2                   
SUCCESSOR SUBSTITUTED.



 


Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety in accordance with Section 8.1, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.


 


 


 






    	 	37	 



     


    

 


ARTICLE
9

SUPPLEMENTAL INDENTURES


 


		SECTION	9.1                   
SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.



 


Without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or
more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(1)               
to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor
of the covenants of the Company herein and in the Securities in compliance with Article 8; or


 


(2)               
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the
benefit of such series) or to surrender any right or power herein conferred upon the Company; or


 


(3)               
to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series); or


 


(4)               
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate
the issuance of Securities in uncertificated form; or


 


(5)               
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security
with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or


 


(6)               
to secure the Securities, including provisions regarding the circumstances under which collateral may be released or substituted;
or


 


(7)               
to add or provide for a guaranty of the Securities or additional obligors on the Securities; or


 


(8)               
to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or


 


(9)               
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or


 


(10)            
to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant
to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or


 


(11)            
to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Articles 4 and 13, provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other series of Securities in any material respect.


 


 


 






    	 	38	 



     


    

 


		SECTION	9.2                   
SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.



 


With the consent of the Holders
of a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected
thereby,


 


(1)               
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.2, or change the place of payment or the coin or currency in which, any Security or any
premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with
respect to the subordination of such series of Securities in a manner adverse to the Holders of Securities of such series, or, in the
case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of
Holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture, or


 


(2)               
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(3)               
modify any of the provisions of this Section, Section 5.13 or Section 10.8, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes
in the references to “the Trustee” and concomitant changes in this Section and Section 10.8, or the deletion of this proviso,
in accordance with the requirements of Sections 6.11 and 9.1(8), or


 


(4)               
if applicable, make any change that adversely affects the right to convert any security as provided in Article 14 or pursuant to
Section 3.1 (except as permitted by Section 9.1(9)).


 


A supplemental indenture which
changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one
or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.


 


It shall not be necessary
for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.


 


		SECTION	9.3                   
EXECUTION OF SUPPLEMENTAL INDENTURES.



 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


 


 


 






    	 	39	 



     


    

 


		SECTION	9.4                   
EFFECT OF SUPPLEMENTAL INDENTURES.



 


Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


		SECTION	9.5                   
CONFORMITY WITH TRUST INDENTURE ACT.



 


Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.


 


		SECTION	9.6                   
REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.



 


Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear
a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such
series.


 


ARTICLE
10

COVENANTS


 


		SECTION	10.1                
PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.



 


The Company covenants and
agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest
on the Securities of that series in accordance with the terms of the Securities and this Indenture.


 


		SECTION	10.2                
MAINTENANCE OF OFFICE OR AGENCY.



 


The Company will maintain
in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series
may be surrendered for conversion and where notices and demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices
and demands. Unless otherwise provided in a supplemental indenture or pursuant to Section 3.1 hereof, the Place of Payment for any series
of Securities shall be the Corporate Trust Office of the Trustee.


 


The Company may also from
time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.


 


		SECTION	10.3                
MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.



 


If the Company shall at any
time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or
any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto
a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.


 


 


 


 






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Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.


 


The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other
obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities
of that series.


 


The Company may at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any
Security of any series and remaining unclaimed for a period ending on the earlier of the date that is ten Business Days prior to the date
such money would escheat to the State or two years after such principal, premium or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause
to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation
in each Place of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


		SECTION	10.4                
STATEMENT BY OFFICERS AS TO DEFAULT.



 


The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate,
stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any
of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder)
and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.
The fiscal year of the Company currently ends on December 31; and the Company will give the Trustee prompt written notice of any change
of its fiscal year.


 


		SECTION	10.5                
EXISTENCE.



 


Subject to Article 8, the
Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence.


 


 


 






    	 	41	 



     


    

 


		SECTION	10.6                
WAIVER OF CERTAIN COVENANTS.



 


Except as otherwise specified
as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any
particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.1(19), 9.1(2)
or 9.1(7) for the benefit of the Holders of such series if before the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties
of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


ARTICLE
11

REDEMPTION OF SECURITIES


 


		SECTION	11.1                
APPLICABILITY OF ARTICLE.



 


Securities of any series that
are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 3.1 for such Securities) in accordance with this Article.


 


		SECTION	11.2                
ELECTION TO REDEEM; NOTICE TO TRUSTEE.



 


The election of the Company
to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such
Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities
of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 


		SECTION	11.3                
SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.



 


If less than all the Securities
of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such
redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to
the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot, or in
the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Security shall
be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all
the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.


 


If any Security selected for
partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected,
the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities that have
been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.


 


The Trustee shall promptly
notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial
redemption as aforesaid, the principal amount thereof to be redeemed.


 


 


 


 






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The provisions of the two
preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed
in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall
be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


 


For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.


 


		SECTION	11.4                
NOTICE OF REDEMPTION.



 


Notice of redemption shall
be given by first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date, unless a shorter
period is specified in the Securities to be redeemed, to each Holder of Securities to be redeemed, at its address appearing in the Security
Register.


 


All notices of redemption
shall state:


 


(1)               
the Redemption Date,


 


(2)               
the Redemption Price (including accrued interest, if any),


 


(3)               
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and,
if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,


 


(4)               
in case any Security is to be redeemed in part only, that on and after the Redemption Date, upon surrender of such Security, the
Holder of such Security will receive, without charge, a new Security or Securities of authorized denominations for the principal amount
thereof remaining unredeemed,


 


(5)               
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,


 


(6)               
the place or places where each such Security is to be surrendered for payment of the Redemption Price,


 


(7)               
if applicable, the conversion price or the conversion rate, as the case may be, the date on which the right to convert the principal
of the Securities or the portions thereof to be redeemed will terminate, and the place or places where such Securities may be surrendered
for conversion,


 


(8)               
that the redemption is for a sinking fund, if such is the case, and


 


(9)               
the CUSIP number or numbers and/or common codes of the Security being redeemed; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not
be affected by any defect in or omission of such numbers.


 


Notice of redemption of Securities
to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company and shall be irrevocable.


 


 


 






    	 	43	 



     


    

 


		SECTION	11.5                
DEPOSIT OF REDEMPTION PRICE.



 


On or prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.


 


If any Security called for
redemption is converted, any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption
of such Security shall (subject to the right of any Holder of such Security to receive interest as provided in the last paragraph of Section
3.7) be paid to the Company on Company Request, or if then held by the Company, shall be discharged from such trust.


 


		SECTION	11.6                
SECURITIES PAYABLE ON REDEMPTION DATE.



 


Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 3.1, installments of interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Record Dates according to their terms and the provisions of Section 3.7.


 


If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the Security.


 


		SECTION	11.7                
SECURITIES REDEEMED IN PART.



 


Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its
attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security
so surrendered.


 


ARTICLE
12

SINKING FUNDS


 


		SECTION	12.1                
APPLICABILITY OF ARTICLE.



 


The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by
Section 3.1 for such Securities.


 


The minimum amount of any
sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.


 


 


 






    	 	44	 



     


    

 


		SECTION	12.2                
SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.



 


The Company (1) may deliver
Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series
which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as
and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously
so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.


 


		SECTION	12.3                
REDEMPTION OF SECURITIES FOR SINKING FUND.



 


Not fewer than 60 days prior
to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying
the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered. Not fewer than 30 days prior
to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in
the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 11.6 and 11.7.


 


ARTICLE
13

DEFEASANCE AND COVENANT DEFEASANCE


 


		SECTION	13.1                
COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.



 


The Company may elect, at
its option at any time, to have Section 13.2 or Section 13.3 applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 3.1 as being defeasible pursuant to such Section 13.2 or 13.3, in accordance with any applicable requirements
provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such Securities.


 


		SECTION	13.2                
DEFEASANCE AND DISCHARGE.



 


Upon the Company’s exercise
of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall
be deemed to have been discharged from its obligations, and the provisions of Article 15 shall cease to be effective, with respect to
such Securities as provided in this Section on and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter
called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
the same), subject to the following which shall survive until otherwise terminated or discharged hereunder:


 


(1)               
the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.4 and as more fully set
forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due,


 


(2)               
the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, and, if applicable,
Article 14,


 







(3)               
the rights, powers, trusts, duties and immunities of the Trustee hereunder, and


 


(4)               
this Article.


 


Subject to compliance with
this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise
of its option (if any) to have Section 13.3 applied to such Securities.


 


 


 






    	 	45	 



     


    

 


		SECTION	13.3                
COVENANT DEFEASANCE.



 


Upon the Company’s exercise
of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be,


 


(1)               
the Company shall be released from its obligations under any covenants provided pursuant to Sections 3.1(19), 9.1(2) or 9.1(7)
for the benefit of the Holders of such Securities,


 


(2)               
the occurrence of any event specified in Section 5.1(4) (with respect to any such covenants provided pursuant to Section 3.1(19),
9.1(2) or 9.1(7)) and the occurrence of any other Event of Default specified pursuant to Section 3.1 shall be deemed not to be or result
in an Event of Default, and


 


(3)               
the provisions of Article 15 shall cease to be effective,


 


in each case with respect
to such Securities or any series of Securities as provided in this Section on and after the date the conditions set forth in Section 13.4
are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect
to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of Section 5.1(4) and the occurrence of any Event of Default
specified pursuant to Section 3.1) or Article 15, whether directly or indirectly by reason of any reference elsewhere herein to any such
Section or Article or by reason of any reference in any such Section or Article to any other provision herein or in any other document,
but the remainder of this Indenture and such Securities shall be unaffected thereby.


 


		SECTION	13.4                
CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.



 


The following shall be the
conditions to the application of Section 13.2 or Section 13.3 to any Securities or any series of Securities, as the case may be:


 


(1)               
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 6.9 and agrees to comply with the provisions of this Article applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities,


 


(A)              
in the case of Securities of a series denominated in currency of the United States of America,


 


(i)                 
cash in currency of the United States of America in an amount, or


 


(ii)               
U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than one day before the due date of any payment, an amount in cash, or


 


(iii)             
a combination thereof, or


 


(B)              
in the case of Securities of a series denominated in currency other than that of the United States of America,


 


(i)                 
cash in the currency in which such series of Securities is denominated in an amount, or


 


(ii)               
Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than one day before the due date of any payment, an amount in cash, or


 


(iii)             
a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such Securities.


 


 


 






    	 	46	 



     


    

 


(2)               
For Securities denominated in United States dollars, in the event of an election to have Section 13.2 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that


 


(A)              
the Company has received from, or there has been published by, the Internal Revenue Service a ruling or


 


(B)              
since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B)
to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss
for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and
will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.


 


(3)               
For Securities denominated in United States dollars, in the event of an election to have Section 13.3 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant
Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.


 


(4)               
The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any
other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 


(5)               
No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or
any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in
Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until after such 90th day).


 


(6)               
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of such Act).


 


(7)               
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture
or any other agreement or instrument to which the Company is a party or by which it is bound.


 


(8)               
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.


 


(9)               
At the time of such deposit,


 


(A)              
no default in the payment of any principal of or premium or interest on any Senior Debt shall have occurred and be continuing,


 


(B)              
no event of default with respect to any Senior Debt shall have resulted in such Senior Debt becoming, and continuing to be, due
and payable prior to the date on which it would otherwise have become due and payable (unless payment of such Senior Debt has been made
or duly provided for), and


 


(C)              
no other event of default with respect to any Senior Debt shall have occurred and be continuing permitting (after notice or lapse
of time or both) the holders of such Senior Debt (or a trustee on behalf of such holders) to declare such Senior Debt due and payable
prior to the date on which it would otherwise have become due and payable.


 


(10)             
The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


 


 






    	 	47	 



     


    

 


		SECTION	13.5                
DEPOSITED MONEY, U.S. GOVERNMENT OBLIGATIONS AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS.



 


Subject to the provisions
of the last paragraph of Section 10.3, all money, U.S. Government Obligations and Foreign Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and
any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of any Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the extent required by law. Money, U.S. Government Obligations and Foreign Government Obligations so held in trust shall not be subject to
the provisions of Article 15.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government
Obligations deposited pursuant to Section 13.4 or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding Securities.


 


Anything in this Article to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money, U.S. Government
Obligations or Foreign Government Obligations held by it as provided in Section 13.4 with respect to any Securities which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the
case may be, with respect to such Securities.


 


		SECTION	13.6                
REINSTATEMENT.



 


If the Trustee or the Paying
Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or released pursuant to Section 13.2 or 13.3 shall be revived
and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee
or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.5 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities
to receive such payment from the money so held in trust.


 


ARTICLE
14

CONVERSION OF SECURITIES


 


		SECTION	14.1                
APPLICABILITY OF ARTICLE.



 


The provisions of this Article
shall be applicable to the Securities of any series which are convertible into shares of Common Stock of the Company, and the issuance
of such shares of Common Stock upon the conversion of such Securities, except as otherwise specified as contemplated by Section 3.1 for
the Securities of such series or in a supplemental indenture for Securities of such series.


 


 


 






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		SECTION	14.2                
EXERCISE OF CONVERSION PRIVILEGE.



 


In order to exercise a conversion
privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency
maintained for that purpose pursuant to Section 10.2, accompanied by a duly executed conversion notice to the Company substantially in
the form set forth in Section 2.6 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice
shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or
certificates for shares of Common Stock, which shall be issuable on such conversion, shall be issued. Securities surrendered for conversion
shall (if so required by the Company or the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory
to the Company and the Trustee duly executed by the Holder or its attorney duly authorized in writing. As promptly as practicable after
the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined
in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto setting forth
the terms of such series of Security, and the surrender of such Security in accordance with such reasonable regulations as the Company
may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder
or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such
Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers’ Certificate or supplemental
indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion.
Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and
such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered
as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion
on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such
conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the
Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates
for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders
of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3.7, no payment or
adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for
conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion.


 


In the case of any Security
which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on
the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations,
in aggregate principal amount equal to the unconverted portion of such Security.


 


		SECTION	14.3                
NO FRACTIONAL SHARES.



 


No fractional share of Common
Stock of the Company shall be issued upon conversions of Securities of any series. If more than one Security shall be surrendered for
conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the
basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered.
If, except for the provisions of this Section 14.3, any Holder of a Security or Securities would be entitled to a fractional share of
Common Stock of the Company upon the conversion of such Security or Securities, or specified portions thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such fractional share computed, (i) if such Common Stock is listed
or admitted to unlisted trading privileges on a national securities exchange or market, on the basis of the last reported sale price regular
way on such exchange or market on the last trading day prior to the date of conversion upon which such a sale shall have been effected,
or (ii) if such Common Stock is not at the time so listed or admitted to unlisted trading privileges on a national securities exchange
or market, on the basis of the average of the bid and asked prices of such Common Stock in the over-the-counter market, on the last trading
day prior to the date of conversion, as reported by the National Quotation Bureau, Incorporated or similar organization if the National
Quotation Bureau, Incorporated is no longer reporting such information, or if not so available, the fair market price as determined by
the Board of Directors. For purposes of this Section, “trading day” shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday other than any day on which the Common Stock is not traded on the Nasdaq Stock Market, or if the Common Stock is not traded on
the Nasdaq Stock Market, on the principal exchange or market on which the Common Stock is traded or quoted.


 


		SECTION	14.4                
ADJUSTMENT OF CONVERSION PRICE OR CONVERSION RATE.



 


The conversion price or conversion
rate, as the case may be, of Securities of any series that is convertible into Common Stock of the Company shall be adjusted for any stock
dividends, stock splits, reclassifications, combinations or similar transactions in accordance with the terms of the supplemental indenture
or Board Resolutions setting forth the terms of the Securities of such series.


 


 


 


 






    	 	49	 



     


    

 


Whenever the conversion price
or conversion rate, as the case may be, is adjusted, the Company shall compute the adjusted conversion price or conversion rate, as the
case may be, in accordance with terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officers’
Certificate setting forth the adjusted conversion price or conversion rate, as the case may be, and showing in reasonable detail the facts
upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained for the purpose
of conversion of Securities pursuant to Section 10.2 and, if different, with the Trustee. The Company shall forthwith cause a notice setting
forth the adjusted conversion price or conversion rate, as the case may be, to be mailed, first class postage prepaid, to each Holder
of Securities of such series at its address appearing on the Security Register and to any conversion agent other than the Trustee.


 


		SECTION	14.5                
NOTICE OF CERTAIN CORPORATE ACTIONS.



 


In case:


 


(1)               
the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its
retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment
pursuant to Section 14.4; or


 


(2)               
the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants
to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval
of any shareholders of the Company is required); or


 


(3)               
of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of
Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders
of the Company is required), or of the sale of all or substantially all of the assets of the Company; or


 


(4)               
of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed
with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at
least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior to the applicable record date hereinafter specified,
a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants,
or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution,
rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange,
sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee
shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.


 


		SECTION	14.6                
RESERVATION OF SHARES OF COMMON STOCK.



 


The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting
the conversion of Securities, the full number of shares of Common Stock of the Company then issuable upon the conversion of all outstanding
Securities of any series that has conversion rights.


 


		SECTION	14.7                
PAYMENT OF CERTAIN TAXES UPON CONVERSION.



 


Except as provided in the
next sentence, the Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of its Common
Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of shares of its Common Stock in a name other than that of the Holder of the
Security or Securities to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue
has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.


 


 


 






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		SECTION	14.8                
NONASSESSABILITY.



 


The Company covenants that
all shares of its Common Stock that may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be
duly and validly issued and fully paid and nonassessable.


 


		SECTION	14.9                
PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.



 


In case of any consolidation
or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger which
does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or
any conveyance, sale, transfer or lease of all or substantially all of the assets of the Company, the Person formed by such consolidation
or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental
indenture providing that the Holder of each Security of a series then Outstanding that is convertible into Common Stock of the Company
shall have the right thereafter (which right shall be the exclusive conversion right thereafter available to said Holder), during the
period such Security shall be convertible, to convert such Security only into the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, sale, transfer or lease by a holder of the number of shares of Common Stock of
the Company into which such Security might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer
or lease, assuming such holder of Common Stock of the Company (i) is not a Person with which the Company consolidated or merged with or
into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent
Person”), or an Affiliate of a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided
that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer,
or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance,
sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall
not have been exercised (“Non-electing Share”), then for the purpose of this Section 14.9 the kind and amount of securities,
cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-electing
Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). Such supplemental
indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this Article or in accordance with the terms of the supplemental
indenture or Board Resolutions setting forth the terms of such adjustments. The above provisions of this Section 14.9 shall similarly
apply to successive consolidations, mergers, conveyances, sales, transfers or leases. Notice of the execution of such a supplemental indenture
shall be given by the Company to the Holder of each Security of a series that is convertible into Common Stock of the Company as provided
in Section 1.6 promptly upon such execution.


 


Neither the Trustee nor any
conversion agent, if any, shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental
indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities
of a series convertible into Common Stock of the Company upon the conversion of their Securities after any such consolidation, merger,
conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions,
and shall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the
Trustee upon request.


 


 


 






    	 	51	 



     


    

 


		SECTION	14.10             
DUTIES OF TRUSTEE REGARDING CONVERSION.



 


Neither the Trustee nor any
conversion agent shall at any time be under any duty or responsibility to any Holder of Securities of any series that is convertible into
Common Stock of the Company to determine whether any facts exist which may require any adjustment of the conversion price or conversion
rate, as the case may be, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed,
whether herein or in any supplemental indenture, any resolutions of the Board of Directors or written instrument executed by one or more
officers of the Company provided to be employed in making the same. Neither the Trustee nor any conversion agent shall be accountable
with respect to the validity or value (or the kind or amount) of any shares of Common Stock of the Company, or of any securities or property,
which may at any time be issued or delivered upon the conversion of any Securities and neither the Trustee nor any conversion agent makes
any representation with respect thereto. Subject to the provisions of Section 6.1, neither the Trustee nor any conversion agent shall
be responsible for any failure of the Company to issue, transfer or deliver any shares of its Common Stock or stock certificates or other
securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the
Company contained in this Article 14 or in the applicable supplemental indenture, resolutions of the Board of Directors or written instrument
executed by one or more duly authorized officers of the Company.


 







		SECTION	14.11             
REPAYMENT OF CERTAIN FUNDS UPON CONVERSION.



 


Any funds which at any time
shall have been deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal
of, and premium, if any, and interest, if any, on any of the Securities (including, but not limited to, funds deposited for the sinking
fund referred to in Article 12 hereof and funds deposited pursuant to Article 13 hereof) and which shall not be required for such purposes
because of the conversion of such Securities as provided in this Article 14 shall after such conversion be repaid to the Company by the
Trustee upon the Company’s written request.


 


ARTICLE
15

SUBORDINATION OF SECURITIES


 


		SECTION	15.1                   
AGREEMENT OF SUBORDINATION.



 


Except as otherwise provided
in a supplemental indenture or pursuant to Section 3.1, the Company covenants and agrees, and each Holder of Securities issued hereunder
by its acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article
15; and each Person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees
to be bound by such provisions.


 


The payment of the principal
of, premium, if any, and interest on all Securities (including, but not limited to, the redemption price with respect to the Securities
called for redemption in accordance with Article 11 as provided in the Indenture) issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Debt, whether outstanding
at the date of this Indenture or thereafter incurred.


 


No provision of this Article
15 shall prevent the occurrence of any default or Event of Default hereunder.


 


 


 






    	 	52	 



     


    

 


		SECTION	15.2                   
PAYMENTS TO HOLDERS.



 


No payment shall be made with
respect to the principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption price with
respect to the Securities to be called for redemption in accordance with Article 11 as provided in the Indenture), except payments and
distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, if:


 


(i)                 
a default in the payment of principal, premium, if any, interest, rent or other obligations due on any Senior Debt occurs and is
continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond
the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”), unless
and until such default shall have been cured or waived or shall have ceased to exist; or


 


(ii)               
a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such
Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”)
from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the Company (a “Non-Payment Default”).


 


If the Trustee receives any
Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section
unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice.
No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be,
or be made, the basis for a subsequent Payment Blockage Notice.


 


The Company may and shall
resume payments on and distributions in respect of the Securities upon the earlier of:


 


(1)               
in the case of any Payment Default, the date upon which the Payment Default is cured or waived or ceases to exist, or


 


(2)               
in the case of a Non-Payment Default, the earlier of (a) the date upon which such Non-Payment Default is cured, waived or ceases
to exist or (b) 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee, unless this Article
15 otherwise prohibits the payment or distribution at such time.


 


Upon any payment or distribution
of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up
or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, reorganization, liquidation,
receivership or other proceedings, or upon an assignment for the benefit of creditors or any marshalling of the assets and liabilities
of the Company, or otherwise, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Debt, or payment thereof in accordance with its terms provided for in cash or other payment
satisfactory to the holders of such Senior Debt, before any payment is made on account of the principal of, premium, if any, or interest
on the Securities (except payments made pursuant to Article 4 from monies deposited with the Trustee pursuant thereto prior to commencement
of proceedings for such dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or the marshalling
of assets and liabilities of the Company); and upon any such dissolution, winding-up, liquidation, reorganization, assignment for the
benefit of creditors or marshalling of assets and liabilities of the Company or bankruptcy, insolvency, receivership or other proceeding,
any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 15, shall (except as
aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment
or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the
holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise
required by law or a court order) or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary
to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of such Senior Debt, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt, before any payment or distribution or provision therefor is made to the
Holders of the Securities or to the Trustee.


 


 


 


 






    	 	53	 



     


    

 


For purposes of this Article
15, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized
or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment
of which is subordinated at least to the extent provided in this Article 15 with respect to the Securities to the payment of all Senior
Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new corporation, if any, resulting from
any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the
Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment.
The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon
the terms and conditions provided for in Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 15.2 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article 8.


 


In the event of the acceleration
of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities
in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited to, the redemption price with
respect to the Securities called for redemption in accordance with Article 11 as provided in the Indenture), except payments and distributions
made by the Trustee as permitted by the first or second paragraph of Section 15.5, until all Senior Debt has been paid in full in cash
or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture.
If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of
the acceleration.


 


In the event that, notwithstanding
the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or
securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee
or the Holders of the Securities before all Senior Debt is paid in full in cash or other payment satisfactory to the holders of such Senior
Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders
of such Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the
holders of Senior Debt or their Representative or Representatives, or to the trustee or trustees under any indenture pursuant to which
any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, as calculated by the Company,
for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash or other
payment satisfactory to the holders of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders
of such Senior Debt.


 


Nothing in this Section 15.2
shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7. This Section 15.2 shall be subject to the further
provisions of Section 15.5.


 


		SECTION	15.3                   
SUBROGATION OF SECURITIES.



 


Subject to the payment in
full of all Senior Debt, the rights of the Holders of the Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Debt pursuant to the provisions of this Article 15 (equally and ratably with the holders of all indebtedness
of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the
Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments
or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal, premium, if any, and
interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders
of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except
for the provisions of this Article 15, and no payment over pursuant to the provisions of this Article 15, to or for the benefit of the
holders of Senior Debt by Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of
Senior Debt, and the Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments
or distributions of cash, property or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provisions
of this Article 15, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company
to or for the account of the Securities. It is understood that the provisions of this Article 15 are and are intended solely for the purposes
of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Debt, on the other hand.


 


 


 


 






    	 	54	 



     


    

 


Nothing contained in this
Article 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other
than the holders of Senior Debt, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities
and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to
the rights, if any, under this Article 15 of the holders of Senior Debt in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.


 


Upon any payment or distribution
of assets of the Company referred to in this Article 15, the Trustee, subject to the provisions of Section 6.1, and the Holders of the
Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities, for
the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness
of the Company, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article 15.


 


		SECTION	15.4                   
AUTHORIZATION TO EFFECT SUBORDINATION.



 


Each Holder of a Security
by the holder’s acceptance thereof authorizes and directs the Trustee on the holder’s behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this Article 15 and appoints the Trustee to act as the holder’s
attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required
in any proceeding referred to in Section 5.4 hereof at least 30 days before the expiration of the time to file such claim, the holders
of any Senior Debt or their representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the
Securities.


 


		SECTION	15.5                   
NOTICE TO TRUSTEE.



 


The Company shall give prompt
written notice in the form of an Officers’ Certificate to a Responsible Officer of the Trustee and to any Paying Agent of any fact
known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the
Securities pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment
of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 15, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office from the Company (in the form of an Officers’
Certificate) or a Representative or a holder or holders of Senior Debt or from any trustee therefor; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts
exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may
become payable for any purpose (including, without limitation, the payment of the principal of, or premium, if any, or interest on any
Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by
it on or after such prior date.


 


Notwithstanding anything in
this Article 15 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant
to Section 4.1, and any such payment shall not be subject to the provisions of Section 15.1 or 15.2.


 


The Trustee, subject to the
provisions of Section 6.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing
himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative
or a holder of Senior Debt or a trustee on behalf of any such holder or holders. The Trustee shall not be required to make any payment
or distribution to or on behalf of a holder of Senior Debt pursuant to this Article 15 unless it has received satisfactory evidence as
to the amount of Senior Debt held by such person, the extent to which such person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such person under this Article 15.


 


 


 






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		SECTION	15.6                   
TRUSTEE’S RELATION TO SENIOR DEBT.



 


The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article 15 in respect of any Senior Debt at any time held by it, to the
same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.


 


With respect to the holders
of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth
in this Article 15, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and, subject to the provisions
of Section 6.1, the Trustee shall not be liable to any holder of Senior Debt (i) for any failure to make any payments or distributions
to such holders or (ii) if it shall pay over or deliver to Holders of Securities, the Company or any other Person money or assets to which
any holder of Senior Debt shall be entitled by virtue of this Article 15 or otherwise.


 


		SECTION	15.7                   
NO IMPAIRMENT OF SUBORDINATION.



 


No right of any present or
future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance
by the Company, the Trustee or any Holder of Securities with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.


 


		SECTION	15.8                   
CERTAIN CONVERSIONS/EXCHANGES DEEMED PAYMENT.



 


For the purposes of this Article
15 only, (1) the issuance and delivery of junior securities upon conversion or exchange of Securities in accordance with Article 14 or
otherwise (except upon conversion of the Securities in accordance with their terms) shall not be deemed to constitute a payment or distribution
on account of the principal of (or premium, if any) or interest on Securities or on account of the purchase or other acquisition of Securities,
and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 14.3), property or
securities (other than junior securities) upon conversion or exchange of a Security shall be deemed to constitute payment on account of
the principal of such Security. For the purposes of this Section 15.8, the term “junior securities” means (a) shares of any
stock of any class of the Company, or (b) securities of the Company which are subordinated in right of payment to all Senior Debt which
may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article. Nothing contained in this Article 15 or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders
of Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with
Article 14.


 


		SECTION	15.9                   
ARTICLE APPLICABLE TO PAYING AGENTS.



 


If at any time any Paying
Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as
used in this Article shall (unless the context otherwise requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that the first paragraph of Section 15.5 shall not apply to the Company or any Affiliate of the Company if
the Company or such Affiliate acts as Paying Agent.


 


The Trustee shall not be responsible
for the actions or inactions of any other Paying Agents (including the Company if acting as its own Paying Agent) and shall have no control
of any funds held by such other Paying Agents.


 


 


 






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		SECTION	15.10                
SENIOR DEBT ENTITLED TO RELY.



 


The holders of Senior Debt
(including, without limitation, Designated Senior Debt) shall have the right to rely upon this Article 15, and no amendment or modification
of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.


 


		SECTION	15.11                
RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.



 


Upon any payment or distribution
of assets of the Company referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any order or decree entered
by any court of competent jurisdiction in which such dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshalling of assets and liabilities of the Company or bankruptcy, insolvency, receivership or other like proceeding
is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining
the persons entitled to participate in such payment or distribution, the holders of Senior Debt and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article.


 


		SECTION	15.12                
TRUST MONIES NOT SUBORDINATED.



 


Notwithstanding anything contained
herein to the contrary, payments from money, U.S. Government Obligations and/or Foreign Government Obligations held in trust under Article
4 or Article 13 by the Trustee for the payment of the principal of, premium, if any, and interest on the Securities shall not be subordinated
to the prior payment in full of any Senior Debt of the Company or subject to the restrictions set forth in this Article 15, and none of
the Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Debt of the Company or any other creditor
of the Company.


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed as of the day and year first above written.


 


 


 





	 	EBET, INC.
	 	 
	 	By:	 
	 	Title	 
	 	 
	 	 
	 	 
	 	as Trustee
	 	 
	 	By:	 
	 	Title:	 






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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