EXHIBIT
4.3








 


WORKHORSE
GROUP INC.


 


SUBORDINATED
DEBT SECURITIES


 





 



 


INDENTURE


 


Dated
as of







 





 



 


Trustee





 





 



 






     


     


    

 


TABLE
OF CONTENTS


  


	 	 	 	PAGE
	ARTICLE
    1        DEFINITIONS	 	1
	Section 1.01	 	Definitions
    of Terms	 	1
	ARTICLE
    2        ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	 	3
	Section 2.01	 	Designation
    and Terms of Securities	 	3
	Section 2.02	 	Form
    of Securities and Trustee’s Certificate	 	5
	Section 2.03	 	Denominations:
    Provisions for Payment	 	5
	Section 2.04	 	Execution
    and Authentications	 	6
	Section 2.05	 	Registration
    of Transfer and Exchange	 	6
	Section 2.06	 	Temporary
    Securities	 	7
	Section 2.07	 	Mutilated,
    Destroyed, Lost or Stolen Securities	 	7
	Section 2.08	 	Cancellation	 	7
	Section 2.09	 	Benefits
    of Indenture	 	8
	Section 2.10	 	Authenticating
    Agent	 	8
	Section 2.11	 	Global
    Securities	 	8
	ARTICLE
    3        REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	 	9
	Section 3.01	 	Redemption	 	9
	Section 3.02	 	Notice
    of Redemption	 	9
	Section 3.03	 	Payment
    Upon Redemption	 	9
	Section 3.04	 	Sinking
    Fund	 	10
	Section 3.05	 	Satisfaction
    of Sinking Fund Payments with Securities	 	10
	Section 3.06	 	Redemption
    of Securities for Sinking Fund	 	10
	ARTICLE
    4        COVENANTS	 	10
	Section 4.01	 	Payment
    of Principal, Premium and Interest	 	10
	Section 4.02	 	Maintenance
    of Office or Agency	 	11
	Section 4.03	 	Paying
    Agents	 	11
	ARTICLE
    5        SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	 	12
	Section 5.01	 	Company
    to Furnish Trustee Names and Addresses of Securityholders	 	12
	Section 5.02	 	Preservation
    Of Information; Communications With Securityholders	 	12
	Section 5.03	 	Reports
    by the Company	 	12
	Section 5.04	 	Reports
    by the Trustee	 	12
	ARTICLE
    6        REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	 	13
	Section 6.01	 	Events
    of Default	 	13




     


     


    

 


	 	 	 	 	PAGE
	Section 6.02	 	Collection
    of Indebtedness and Suits for Enforcement by Trustee	 	14
	Section 6.03	 	Application
    of Moneys Collected	 	14
	Section 6.04	 	Limitation
    on Suits	 	15
	Section 6.05	 	Rights
    and Remedies Cumulative; Delay or Omission Not Waiver	 	15
	Section 6.06	 	Control
    by Securityholders	 	15
	Section 6.07	 	Undertaking
    to Pay Costs	 	16
	ARTICLE
    7        CONCERNING THE TRUSTEE	 	16
	Section 7.01	 	Certain
    Duties and Responsibilities of Trustee	 	16
	Section 7.02	 	Certain
    Rights of Trustee	 	17
	Section 7.03	 	Trustee
    Not Responsible for Recitals or Issuance or Securities	 	17
	Section 7.04	 	May
    Hold Securities	 	18
	Section 7.05	 	Moneys
    Held in Trust	 	18
	Section 7.06	 	Compensation
    and Reimbursement	 	18
	Section 7.07	 	Reliance
    on Officers’ Certificate	 	18
	Section 7.08	 	Disqualification;
    Conflicting Interests	 	18
	Section 7.09	 	Corporate
    Trustee Required; Eligibility	 	18
	Section 7.10	 	Resignation
    and Removal; Appointment of Successor	 	19
	Section 7.11	 	Acceptance
    of Appointment By Successor	 	19
	Section 7.12	 	Merger,
    Conversion, Consolidation or Succession to Business	 	20
	Section 7.13	 	Preferential
    Collection of Claims Against the Company	 	20
	Section 7.14	 	Notice
    of Default	 	20
	ARTICLE
    8        CONCERNING THE SECURITYHOLDERS	 	21
	Section 8.01	 	Evidence
    of Action by Securityholders	 	21
	Section 8.02	 	Proof
    of Execution by Securityholders	 	21
	Section 8.03	 	Who
    May be Deemed Owners	 	21
	Section 8.04	 	Certain
    Securities Owned by Company Disregarded	 	21
	Section 8.05	 	Actions
    Binding on Future Securityholders	 	21
	ARTICLE
    9        SUPPLEMENTAL INDENTURES	 	22
	Section 9.01	 	Supplemental
    Indentures Without the Consent of Securityholders	 	22
	Section 9.02	 	Supplemental
    Indentures With Consent of Securityholders	 	22
	Section 9.03	 	Effect
    of Supplemental Indentures	 	23
	Section 9.04	 	Securities
    Affected by Supplemental Indentures	 	23
	Section 9.05	 	Execution
    of Supplemental Indentures	 	23
	ARTICLE
    10        SUCCESSOR ENTITY	 	24
	Section 10.01	 	Company
    May Consolidate, Etc.	 	24
	Section 10.02	 	Successor
    Entity Substituted	 	24


 






     


     


    

 


	 	 	 	 	PAGE
	Section 10.03	 	Evidence
    of Consolidation, Etc. to Trustee	 	24
	ARTICLE
    11        SATISFACTION AND DISCHARGE	 	
    25
	Section 11.01	 	Satisfaction
    and Discharge of Indenture	 	
    25
	Section 11.02	 	Discharge
    of Obligations	 	
    25
	Section 11.03	 	Deposited
    Moneys to be Held in Trust	 	
    25
	Section 11.04	 	Payment
    of Moneys Held by Paying Agents	 	
    25
	Section 11.05	 	Repayment
    to Company	 	
    25
	ARTICLE
    12        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	 	
    26
	Section 12.01	 	No
    Recourse	 	
    26
	ARTICLE
    13        MISCELLANEOUS PROVISIONS	 	
    26
	Section 13.01	 	Effect
    on Successors and Assigns	 	
    26
	Section 13.02	 	Actions
    by Successor	 	
    26
	Section 13.03	 	Surrender
    of Company Powers	 	
    26
	Section 13.04	 	Notices	 	
    26
	Section 13.05	 	Governing
    Law	 	
    26
	Section 13.06	 	Treatment
    of Securities as Debt	 	
    26
	Section 13.07	 	Certificates
    and Opinions as to Conditions Precedent	 	
    26
	Section 13.08	 	Payments
    on Business Days	 	
    27
	Section 13.09	 	Conflict
    with Trust Indenture Act	 	
    27
	Section 13.10	 	Counterparts	 	
    27
	Section 13.11	 	Separability	 	
    27
	Section 13.12	 	Compliance
    Certificates	 	27
	ARTICLE 14        SUBORDINATION OF SECURITIES	 	27
	Section 14.01	 	Subordination Terms	 	27


 



     


     


    

 


INDENTURE


 


INDENTURE, dated as of [                        ],
201 , between WORKHORSE GROUP INC., a Nevada corporation (the “Company”), and [ TRUSTEE ], as
trustee (the “Trustee”):


 


WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an
unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as
registered Securities without coupons, to be authenticated by the certificate of the Trustee;


 


WHEREAS, to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company
has duly authorized the execution of this Indenture; and


 


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


 


NOW,
THEREFORE, in consideration of the premises and the purchase of the Securities by the holders thereof, it is mutually covenanted
and agreed as follows for the equal and ratable benefit of the holders of Securities:


 


ARTICLE
1


DEFINITIONS


 


Section 1.01
Definitions of Terms.


 


The
terms defined in this Section (except as in this Indenture or any indenture supplemental hereto otherwise expressly provided or
unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section and shall include the plural as well as the singular. All other terms used in
this Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that are by reference in such Act defined in
the Securities Act of 1933, as amended (the “Securities Act”) (except as herein or any indenture supplemental hereto
otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of the execution of this instrument.


 


“Authenticating Agent” means an authenticating agent with respect to all or any of the series of Securities
appointed by the Trustee pursuant to Section 2.10.


 


“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Board of Directors” means the Board of Directors of the Company or any duly authorized committee of such
Board.


 


“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.


 


“Business Day” means, with respect to any series of Securities, any day other than a day on which federal
or state banking institutions in the Borough of Manhattan, the City of New York, or in the city of the Corporate Trust Office
of the Trustee, are authorized or obligated by law, executive order or regulation to close.


 


“Certificate” means a certificate signed by any Officer. The Certificate need not comply with the provisions
of Section 13.07.


 


“Company” means Workhorse Group Inc., a corporation duly organized and existing under the laws of the State
of Nevada, and, subject to the provisions of Article Ten, shall also include its successors and assigns.


 


“Corporate Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust
business shall be principally administered, which office at the date hereof is located at [            ].


 


“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an
Event of Default.


 


“Defaulted Interest” has the meaning set forth in Section 2.03.


 


“Depositary” means, with respect to Securities of any series for which the Company shall determine that such
Securities will be issued as a Global Security, The Depository Trust Company, New York, New York, another clearing agency, or
any successor registered as a clearing agency under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),
or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01
or 2.11.


 




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“Event of Default” means, with respect to Securities of a particular series, any event specified in Section 6.01,
continued for the period of time, if any, therein designated.


 


“Global Security” means, with respect to any series of Securities, a Security executed by the Company and
delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with the Indenture,
which shall be registered in the name of the Depositary or its nominee.


 


“Governmental Obligations” means securities that are (a) direct obligations of the United States of America
or the other government or governments which issued the foreign currency in which the principal of (or premium, if any) or interest
on such Security in respect thereof shall be payable, in each case where the timely payment or payments thereunder are supported
by the full faith and credit of such government or governments or (b) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or the government or governments that issued the foreign
currency in which the principal of (or premium, if any) or interest on such Security in respect thereof shall be payable, in each
case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government or governments, and which, in the case of (a) or (b), are not callable or redeemable
at the option of the issuer thereof at any time prior to the stated maturity of the Securities, and shall also include a depositary
receipt issued by a bank or trust company as custodian with respect to any such Governmental Obligation or a specific payment
of principal of or interest on any such Governmental Obligation held by such custodian for the account of the holder of such depositary
receipt; provided, however, 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 Governmental Obligation
or the specific payment of principal of or interest on the Governmental Obligation evidenced by such depositary receipt.


 


“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.


 


“Indenture” means 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 in accordance with the terms hereof.


 


“Interest Payment Date”, when used with respect to any installment of interest on a Security of a particular
series, means the date specified in such Security or in a Board Resolution or in an indenture supplemental hereto with respect
to such series as the fixed date on which an installment of interest with respect to Securities of that series is due and payable.


 


“Officer” means, with respect to the Company, the chairman of the Board of Directors, a chief executive officer,
a president, a chief financial officer, a chief operating officer, any executive vice president, any senior vice president, any
vice president, the treasurer or any assistant treasurer, the controller or any assistant controller or the secretary or any assistant
secretary.


 


“Officers’ Certificate” means a certificate signed by any two Officers. Each such certificate shall
include the statements provided for in Section 13.07, if and to the extent required by the provisions thereof.


 


“Opinion of Counsel” means an opinion in writing subject to customary exceptions of legal counsel, who may
be an employee of or counsel for the Company, that is delivered to the Trustee in accordance with the terms hereof. Each such
opinion shall include the statements provided for in Section 13.07, if and to the extent required by the provisions thereof.


 


“Outstanding”, when used with reference to Securities of any series, means, subject to the provisions of Section 8.04,
as of any particular time, all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture,
except (a) Securities theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying
agent for cancellation or that have previously been canceled; (b) Securities or portions thereof for the payment or redemption
of which moneys or Governmental Obligations in the necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent); provided, however, that if such Securities or portions of such Securities are to be redeemed
prior to the maturity thereof, notice of such redemption shall have been given as in Article Three provided, or provision satisfactory
to the Trustee shall have been made for giving such notice; and (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07.


 


“Person” means any individual, corporation, partnership, joint venture, joint-stock company, limited liability
company, association, trust, unincorporated organization, any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.


 


“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 2.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt
as the lost, destroyed or stolen Security.


 




    	 	2	 



     


    

 


“Responsible Officer” when used with respect to the Trustee means the chairman of its board of directors,
the chief executive officer, the president, any vice president, the secretary, the treasurer, any trust officer, any corporate
trust officer or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed
by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because
of his or her knowledge of and familiarity with the particular subject.


 


“Securities” means the debt Securities authenticated and delivered under this Indenture.


 


“Securityholder”, “holder of Securities”, “registered holder
”, or other similar term, means the Person or Persons in whose name or names a particular Security shall be registered on
the books of the Company kept for that purpose in accordance with the terms of this Indenture.


 


“Security Register” and “Security Registrar” shall have the meanings as set forth
in Section 2.05.


 


“Subsidiary” means, with respect to any Person, (i) any corporation at least a majority of whose outstanding
Voting Stock shall at the time be owned, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a majority
of whose outstanding partnership or similar interests shall at the time be owned by such Person, or by one or more of its Subsidiaries,
or by such Person and one or more of its Subsidiaries and (iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner.


 


“Trustee” means [                ],
and, subject to the provisions of Article Seven, shall also include its successors and assigns, and, if at any time there is more
than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee”
as used with respect to a particular series of the Securities shall mean the trustee with respect to that series.


 


“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.


 


“Voting Stock”, as applied to stock of any Person, means shares, interests, participations or other equivalents
in the equity interest (however designated) in such Person having ordinary voting power for the election of a majority of the
directors (or the equivalent) of such Person, other than shares, interests, participations or other equivalents having such power
only by reason of the occurrence of a contingency.


 


ARTICLE
2


ISSUE,
DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE


OF
SECURITIES


 


Section 2.01
Designation and Terms of Securities.


 


(a)
 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 up to the aggregate principal amount of Securities of that series from time
to time authorized by or pursuant to a Board Resolution or pursuant to one or more indentures supplemental hereto. Prior to the
initial issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution, and set forth in
an Officers’ Certificate, or established in one or more indentures supplemental hereto:


 


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


 


(2)
 any limit upon the aggregate principal amount of the Securities of that series that 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 that series);


 


(3)
 the date or dates on which the principal of the Securities of the series is payable, any original issue discount that
may apply to the Securities of that series upon their issuance, the principal amount due at maturity, and the place(s) of payment;


 


(4)
 the rate or rates at which the Securities of the series shall bear interest or the manner of calculation of such rate
or rates, if any;


 


(5)
 the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable
or the manner of determination of such Interest Payment Dates, the place(s) of payment, and the record date for the determination
of holders to whom interest is payable on any such Interest Payment Dates or the manner of determination of such record dates;


 




    	 	3	 



     


    

 


(6)
 the right, if any, to extend the interest payment periods and the duration of such extension;


 


(7)
 the period or periods within which, the price or prices at which and the terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the Company;


 


(8)
 the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund,
mandatory redemption, or analogous provisions (including payments made in cash in satisfaction of future sinking fund obligations)
or at the option of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions
upon which, Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(9)
 the form of the Securities of the series including the form of the Certificate of Authentication for such series;


 


(10)
if other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in which
the Securities of the series shall be issuable;


 


(11)
 any and all other terms (including terms, to the extent applicable, relating to any auction or remarketing of the Securities
of that series and any security for the obligations of the Company with respect to such Securities) with respect to such series
(which terms shall not be inconsistent with the terms of this Indenture, as amended by any supplemental indenture) including any
terms which may be required by or advisable under United States laws or regulations or advisable in connection with the marketing
of Securities of that series;


 


(12)
 whether the Securities are issuable as a Global Security and, in such case, the terms and the identity of the Depositary
for such series;


 


(13)
 whether the Securities will be convertible into or exchangeable for shares of common stock or other securities of the
Company or any other Person and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable,
including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or
optional (at the Company’s option or the holders’ option) conversion or exchange features, and the applicable conversion
or exchange period;


 


(14)
 if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall
be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;


 


(15)
 any additional or different Events of Default or restrictive covenants (which may include, among other restrictions,
restrictions on the Company’s ability or the ability of the Company’s Subsidiaries to: incur additional indebtedness;
issue additional securities; create liens; pay dividends or make distributions in respect of their capital stock; redeem capital
stock; place restrictions on such Subsidiaries placing restrictions on their ability to pay dividends, make distributions or transfer
assets; make investments or other restricted payments; sell or otherwise dispose of assets; enter into sale-leaseback transactions;
engage in transactions with stockholders and affiliates; issue or sell stock of their Subsidiaries; or effect a consolidation
or merger) or financial covenants (which may include, among other financial covenants, financial covenants that require the Company
and its Subsidiaries to maintain specified interest coverage, fixed charge, cash flow-based or asset-based ratios) provided for
with respect to the Securities of the series;


 


(16)
 if other than U.S. dollars, the coin or currency in which the Securities of the series are denominated (including, but
not limited to, foreign currency);


 


(17)
 the terms and conditions, if any, upon which the Company shall pay amounts in addition to the stated interest, premium,
if any, and principal amounts of the Securities of the series to any Securityholder that is not a “United States person”
for federal tax purposes;


 


(18)
 any restrictions on transfer, sale or assignment of the Securities of the series; and


 





(19)  the subordination
terms of the Securities of the series.




 


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 any such Board Resolution or in any indentures supplemental hereto.


 


If
any of the terms of the series are established by action taken pursuant to a Board Resolution of the Company, 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 of the Company setting forth the terms of the series.


 


Securities
of any particular series may be issued at various times, with different dates on which the principal or any installment of principal
is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with
different dates on which such interest may be payable and with different redemption dates.


 




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Section 2.02
Form of Securities and Trustee’s Certificate.


 


The
Securities of any series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially
of the tenor and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution, and
set forth in an Officers’ Certificate, and they may have such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any securities exchange on which Securities of that series may be listed,
or to conform to usage.


 


Section 2.03
Denominations: Provisions for Payment.


 


The
Securities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.01(a)(10). The Securities of a particular series shall bear interest payable on the
dates and at the rate specified with respect to that series. Subject to Section 2.01(a)(16), the principal of and the interest
on the Securities of any series, as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable
in the coin or currency of the United States of America that at the time is legal tender for public and private debt, at the office
or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York. Each Security
shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed
of twelve 30-day months.


 


The
interest installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date
for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities)
is registered at the close of business on the regular record date for such interest installment. In the event that any Security
of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date
with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security will be paid upon
presentation and surrender of such Security as provided in Section 3.03.


 


Any
interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities
of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder
on the relevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company,
at its election, as provided in clause (1) or clause (2) below:


 


(1)
 The Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (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 such Security 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 not be
more than 15 nor 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 mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in
the Security Register (as hereinafter defined), 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 mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such
special record date and shall be no longer payable pursuant to the following clause (2).


 


(2)
 The Company may make payment of any Defaulted Interest on any Securities 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.


 


Unless
otherwise set forth in a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term “regular record date” as used in this Section with respect
to a series of Securities and any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur,
if such Interest Payment Date is the first day of a month, or the first day of the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month,
whether or not such date is a Business Day.


 




    	 	5	 



     


    

 


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


 


Section 2.04
Execution and Authentications.


 


The
Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile
signature.


 


The
Company may use the facsimile signature of any Person who shall have been an Officer, notwithstanding the fact that at the time
the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the
Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange
rule or usage. Each Security shall be dated the date of its authentication by the Trustee.


 


A
Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent.
Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture. 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 written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and
the Trustee in accordance with such written order shall authenticate and deliver such Securities.


 


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 7.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture.


 


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 that
is not reasonably acceptable to the Trustee.


 


Section 2.05
Registration of Transfer and Exchange.


 


(a)
 Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated
for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized
denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company
shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities
of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.


 


(b)
 The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan,
the City and State of New York, or such other location designated by the Company, a register or registers (herein referred to
as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be
open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein
provided shall be appointed as authorized by Board Resolution (the “Security Registrar”).


 


Upon
surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute,
the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security
or Securities of the same series as the Security presented for a like aggregate principal amount.


 


All
Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied
(if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory
to the Company or the Security Registrar, duly executed by the registered holder or by such holder’s duly authorized attorney
in writing.


 


(c)
 Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’
Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any
exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but
the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than
exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.


 




    	 	6	 



     


    

 


(d)
 The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding
Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer
of or exchange any Securities of any series or portions thereof called for redemption, other than the unredeemed portion of any
such Securities being redeemed in part. The provisions of this Section 2.05 are, with respect to any Global Security, subject
to Section 2.11.


 


Section 2.06 Temporary
Securities.


 


Pending
the preparation of definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed, typewritten or otherwise produced) of any authorized denomination. Such temporary
Securities shall be substantially in the form of the definitive Securities in lieu of which they are issued, but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every temporary
Security of any series shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will
execute and will furnish definitive Securities of such series and thereupon any or all temporary Securities of such series may
be surrendered in exchange therefor (without charge to the holders), at the office or agency of the Company designated for the
purpose in the Borough of Manhattan, the City and State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series,
unless the Company advises the Trustee to the effect that definitive Securities need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series authenticated and delivered hereunder.


 


Section 2.07
Mutilated, Destroyed, Lost or Stolen Securities.


 


In
case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the
next succeeding sentence) shall execute, and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate
and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity as may be required
by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the
Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security and
of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request
or authorization of any officer of the Company. Upon the issuance of any substituted Security, 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.


 


In
case any Security that has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity
as they may require to save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company
and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof.


 


Every
replacement Security issued pursuant to the provisions of this Section shall constitute an additional contractual obligation of
the Company whether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall
preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their
surrender.


 


Section 2.08
Cancellation.


 


All
Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer shall, if surrendered to the
Company or any paying agent, be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be canceled
by it, and no Securities shall be issued in lieu thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the Trustee shall deliver to the Company canceled Securities
held by the Trustee. In the absence of such request the Trustee may dispose of canceled Securities in accordance with its standard
procedures and deliver a certificate of disposition to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee for cancellation.


 




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Section 2.09
Benefits of Indenture.


 





Nothing in this Indenture or in
the Securities, express or implied, shall give or be construed to give to any Person, other than the parties hereto and the holders
of the Securities (and, with respect to the provisions of Article Fourteen, the holders of any indebtedness of the Company to which
the Securities of any series are subordinated) any legal or equitable right, remedy or claim under or in respect of this Indenture,
or under any covenant, condition or provision herein contained; all such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the Securities (and, with respect to the provisions of Article Fourteen, the
holders of any indebtedness of the Company to which the Securities of any series are subordinated).




 


Section 2.10
Authenticating Agent.


 


So
long as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series
of Securities which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon exchange, transfer or partial redemption thereof, 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. All references in this Indenture to the authentication of Securities by the Trustee shall
be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable
to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by
it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust
business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination
by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions,
it shall resign immediately.


 


Any
Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee
may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties
of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.


 


Section 2.11
Global Securities.


 


(a)
 If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued
as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate
and deliver, a Global Security that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal
amount of, all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary or its
nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and
(iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11
of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to
a successor Depositary or to a nominee of such successor Depositary.”


 


(b)
 Notwithstanding the provisions of Section 2.05, the Global Security of a series may be transferred, in whole but
not in part and in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to
a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary.


 


(c)
 If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good
standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case
may be, or if an Event of Default has occurred and is continuing and the Company has received a request from the Depositary, this
Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to
Section 2.04, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security. In addition, the Company may at any time determine that the Securities of
any series shall no longer be represented by a Global Security and that the provisions of this Section 2.11 shall no longer
apply to the Securities of such series. In such event the Company will execute and, subject to Section 2.04, the Trustee,
upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global
Security shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security
pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.


 




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ARTICLE
3


REDEMPTION
OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.01
Redemption.


 


The
Company may redeem the Securities of any series issued hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01 hereof.


 


Section 3.02
Notice of Redemption.


 


(a)
 In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities
of any series in accordance with any right the Company reserved for itself to do so pursuant to Section 2.01 hereof, the
Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Securities of such series to be
redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 90 days
before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security
Register, unless a shorter period is specified in the Securities to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In
any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in
part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities
of such series or any other series. 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 any such restriction.


 


Each
such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series
are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the
office or agency of the Company in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and
after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than
all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in part
shall specify the particular Securities to be so redeemed.


 


In
case any Security is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal
amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security
or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.


 


(b)
If less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’
notice (unless a shorter notice shall be satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate
principal amount of Securities of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner
as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal
to one thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount of such Securities of a denomination
larger than $1,000, the Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of
the Securities to be redeemed, in whole or in part. The Company may, if and whenever it shall so elect, by delivery of instructions
signed on its behalf by an Officer, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular
series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name
of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption
is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain
with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable
copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required
under the provisions of this Section.


 


Section 3.03
Payment Upon Redemption.


 


(a)
 If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities
of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such
notice at the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall
default in the payment of such redemption price and accrued interest with respect to any such Security or portion thereof. On
presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the
notice, said Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest
accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest
installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date
pursuant to Section 2.03).


 




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(b)
 Upon presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and
the Trustee shall authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at
the expense of the Company, a new Security of the same series of authorized denominations in principal amount equal to the unredeemed
portion of the Security so presented.


 


Section 3.04 Sinking
Fund.


 


The
provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 2.01 for Securities of such series.


 


The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series 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 Securities of any series
is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.


 


Section 3.05 Satisfaction
of Sinking Fund Payments with Securities.


 


The
Company (i) may deliver Outstanding Securities of a series and (ii) may apply as a credit Securities of a series that
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 the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series, provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Securities
for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 


Section 3.06 Redemption
of Securities for Sinking Fund.


 


Not
less than 45 days prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory
to the Trustee), the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied
by delivering and crediting Securities of that series pursuant to Section 3.05 and the basis for such credit and will, together
with such Officers’ Certificate, deliver to the Trustee any Securities to be so delivered. Not less than 30 days before
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 3.02 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 3.02. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section 3.03.


 


ARTICLE
4


COVENANTS


 


Section 4.01 Payment
of Principal, Premium and Interest.


 


The
Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities
of that series at the time and place and in the manner provided herein and established with respect to such Securities. Payments
of principal on the Securities may be made at the time provided herein and established with respect to such Securities by U.S.
dollar check drawn on and mailed to the address of the Securityholder entitled thereto as such address shall appear in the Security
Register, or U.S. dollar wire transfer to, a U.S. dollar account (such wire transfer to be made only to a Securityholder of an
aggregate principal amount of Securities of the applicable series in excess of U.S. $2,000,000 and only if such Securityholder
shall have furnished wire instructions to the Trustee no later than 15 days prior to the relevant payment date). Payments of interest
on the Securities may be made at the time provided herein and established with respect to such Securities by U.S. dollar check
mailed to the address of the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar
wire transfer to, a U.S. dollar account (such a wire transfer to be made only to a Securityholder of an aggregate principal amount
of Securities of the applicable series in excess of U.S. $2,000,000 and only if such Securityholder shall have furnished wire
instructions in writing to the Security Registrar and the Trustee no later than 15 days prior to the relevant payment date.


 






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Section 4.02 Maintenance
of Office or Agency.


 


So
long as any series of the Securities remain Outstanding, the Company agrees to maintain an office or agency in the Borough
of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may
be designated as provided in this Section 4.02, where (i) Securities of that series may be presented for payment,
(ii) Securities of that series may be presented as herein above authorized for registration of transfer and exchange,
and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may
be given or served, such designation to continue with respect to such office or agency until the Company shall, by written
notice signed by any officer authorized to sign an Officers’ Certificate and delivered to the Trustee, designate some
other office or agency for such purposes or any of them. 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, 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, notices and demands. The Company initially appoints the Corporate Trust Office of the Trustee
located in the Borough of Manhattan, the City of New York as its paying agent with respect to the Securities.


 


Section 4.03 Paying
Agents.


 


(a)
 If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee,
the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section:


 


(1)
 that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest
on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities)
in trust for the benefit of the Persons entitled thereto;


 


(2)
 that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make
any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due
and payable;


 


(3)
 that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above,
upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and


 


(4)
 that it will perform all other duties of paying agent as set forth in this Indenture.


 


(b)
 If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before
each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to
take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each
due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent
a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company
will promptly notify the Trustee of this action or failure so to act.


 


(c)
 Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as provided in
this Section is subject to the provisions of Section 11.05, and (ii) 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 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 terms
and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by the Company
or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect
to such money.


 




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ARTICLE
5


SECURITYHOLDERS’
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 5.01 Company
to Furnish Trustee Names and Addresses of Securityholders.


 


The
Company will furnish or cause to be furnished to the Trustee (a) within 15 days after each regular record date (as defined
in Section 2.03) a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of
each series of Securities as of such regular record date, provided that the Company shall not be obligated to furnish or cause
to furnish such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee
by the Company and (b) 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, however, that, in either case, no such list need be furnished for any series for which the Trustee shall
be the Security Registrar.


 


Section 5.02 Preservation
Of Information; Communications With Securityholders.


 


(a)
 The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses
of the holders of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the
names and addresses of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such
capacity).


 


(b)
 The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.


 


(c)
 Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders
with respect to their rights under this Indenture or under the Securities, and, in connection with any such communications, the
Trustee shall satisfy its obligations under Section 312(b) of the Trust Indenture Act in accordance with the provisions of
Section 312(b) of the Trust Indenture Act.


 


Section 5.03 Reports
by the Company.


 


(a)
The Company covenants and agrees to provide to the Trustee (which delivery may be via electronic mail), after the Company files
the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may from time to time by
rules and regulations prescribe) that the Company files with the Securities and Exchange Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant
to either of such sections, then to file with the Trustee, in accordance with the rules and regulations prescribed from time to
time by the Securities and Exchange Commission, such of the supplementary and periodic information, documents and reports that
may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations; provided, however, the Company shall
not be required to deliver to the Trustee any materials for which the Company has sought and received confidential treatment by
the Securities and Exchange Commission; and provided further, so long as such filings are available on the Securities and Exchange
Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) or any successor system thereto, such filings
shall be deemed to have been filed with the Trustee for purposes of this Section 5.03 without any further action required
by the Company.


 


(b)
The Company covenants and agrees to file with the Trustee and the Securities and Exchange Commission, in accordance with the rules
and regulations prescribed from to time by the Securities and Exchange Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required
from time to time by such rules and regulations.


 


(c)
The Company covenants and agrees to transmit by mail, first class postage prepaid, or reputable over-night delivery service that
provides for evidence of receipt, to the Securityholders, as their names and addresses appear upon the Security Register, within
30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed
by the Company pursuant to subsections (a) and (b) of this Section as may be required by rules and regulations prescribed
from time to time by the Securities and Exchange Commission.


 


Section 5.04 Reports
by the Trustee.


 


(a)
 If required by Section 313(a) of the Trust Indenture Act, the Trustee, within 60 days after each May 1,
shall transmit by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security
Register, a brief report dated as of such May 1, which complies with Section 313(a) of the Trust Indenture Act.


 


(b)
 The Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture Act.


 




    	 	12	 



     


    

 


(c)
 A copy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with
the Company, with each securities exchange upon which any Securities are listed (if so listed) and also with the Securities and
Exchange Commission. The Company agrees to notify the Trustee when any Securities become listed on any securities exchange.


 


ARTICLE
6


REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF


DEFAULT


 


Section 6.01 Events
of Default.


 


(a)
 Whenever used herein with respect to Securities of a particular series, “Event of Default” means any one
or more of the following events that has occurred and is continuing:


 


(1)
 the Company defaults in the payment of any installment of interest upon any of the Securities of that series, as and
when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid
extension of an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto shall
not constitute a default in the payment of interest for this purpose;


 


(2)
 the Company defaults in the payment of the principal of (or premium, if any, on) any of the Securities of that series
as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any
payment required by any sinking or analogous fund established with respect to that series; provided, however, that a valid extension
of the maturity of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute a default
in the payment of principal or premium, if any;


 


(3)
 the Company fails to observe or perform any other of its covenants or agreements with respect to that series contained
in this Indenture or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other
than a covenant or agreement that has been expressly included in this Indenture solely for the benefit of one or more series of
Securities other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the
same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have been given to the
Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal
amount of the Securities of that series at the time Outstanding;


 


(4)
 the Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents
to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of
it or for all or substantially all of its property or (iv) makes a general assignment for the benefit of its creditors; or


 


(5)
 a court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief against the Company
in an involuntary case, (ii) appoints a Custodian of the Company for all or substantially all of its property or (iii) orders
the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 days.


 


(b)
 In each and every such case (other than an Event of Default specified in clause (4) or clause (5) above),
unless the principal of all the Securities of that series shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice
in writing to the Company (and to the Trustee if given by such Securityholders), may declare the principal of (and premium, if
any, on) and accrued and unpaid interest on all the Securities of that series to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in clause (4) or
clause (5) above occurs, the principal of and accrued and unpaid interest on all the Securities of that series shall automatically
be immediately due and payable without any declaration or other act on the part of the Trustee or the holders of the Securities.


 


(c)
 At any time after the principal of (and premium, if any, on) and accrued and unpaid interest on the Securities of that
series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall
have been obtained or entered as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities
of that series then Outstanding hereunder, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments
of interest upon all the Securities of that series and the principal of (and premium, if any, on) any and all Securities of that
series that shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and,
to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum
expressed in the Securities of that series to the date of such payment or deposit) and the amount payable to the Trustee under
Section 7.06, and (ii) any and all Events of Default under the Indenture with respect to such series, other than the
nonpayment of principal on (and premium, if any, on) and accrued and unpaid interest on Securities of that series that shall not
have become due by their terms, shall have been remedied or waived as provided in Section 6.06.


 


No
such rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon.


 


(d)
 In case the Trustee shall have proceeded to enforce any right with respect to Securities of that series under this Indenture
and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason
or shall have been determined adversely to the Trustee, then and in every such case, subject to any determination in such proceedings,
the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies
and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.



 




    	 	13	 



     


    







 


Section 6.02 Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


(a)
 The Company covenants that (i) in case it shall default in the payment of any installment of interest on any of
the Securities of a series, or in any payment required by any sinking or analogous fund established with respect to that series
as and when the same shall have become due and payable, and such default shall have continued for a period of 90 days, or (ii) in
case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same
shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration
or otherwise then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities
of that series, the whole amount that then shall have been become due and payable on all such Securities for principal (and premium,
if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum
expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and the amount payable to the Trustee under Section 7.06.


 


(b)
 If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection
of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any
such judgment or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged
or decreed to be payable in the manner provided by law or equity out of the property of the Company or other obligor upon the
Securities of that series, wherever situated.


 


(c)
 In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition
or judicial proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such
proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law)
be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the
claims of the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company
under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable
by the Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim,
and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to
make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to
such Securityholders, to pay to the Trustee any amount due it under Section 7.06.


 


(d)
 All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect
to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production
thereof at any trial or other proceeding relative thereto, and any such suit or 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 payment to the
Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series.


 


In
case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it
by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant
or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.


 


Nothing
contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder
any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any
holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.


 


Section 6.03 Application
of Moneys Collected.


 


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


 


FIRST:
To the payment of reasonable costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06;



 






    	 	14	 



     


    

  


SECOND:
To the payment of all indebtedness of the Company to which such series of Securities is subordinated to the extent required by
Section 7.06 and Article Fourteen;




 


THIRD:
To the payment of the amounts then due and unpaid upon Securities of such series for principal (and premium, if any) and interest,
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 premium, if any) and interest, respectively;
and


 


FOURTH:
To the payment of the remainder, if any, to the Company, its successors or assigns, or any other Person lawfully entitled thereto.


 


Section 6.04 Limitation
on Suits.


 


No
holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute
any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with respect to the Securities of such series specifying
such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby; (iv) the Trustee
for 60 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action,
suit or proceeding; and (v) during such 60 day period, the holders of a majority in principal amount of the Securities of
that series do not give the Trustee a direction inconsistent with the request.


 


Notwithstanding
anything contained herein to the contrary or any other provisions of this Indenture, the right of any holder of any Security to
receive payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or after the
respective due dates expressed in such Security (or in the case of redemption, on the redemption date), or to institute suit for
the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without
the consent of such holder and by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker
and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders
of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement
of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


 


Section 6.05 Rights
and Remedies Cumulative; Delay or Omission Not Waiver.


 


(a)
 Except as otherwise provided in Section 2.07, all powers and remedies given by this Article to the Trustee or to
the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies
available to the Trustee or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or otherwise established with respect to such Securities.


 


(b)
 No delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing
upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to
be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and
remedy given by this Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or by the Securityholders.


 


Section 6.06 Control
by Securityholders.


 


The
holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in
accordance with Section 8.04, 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 such series;
provided, however, that such direction shall not be in conflict with any rule of law or with this Indenture. Subject to the
provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject to
the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal liability or might be unduly
prejudicial to the Securityholders not involved in the proceeding. The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04, may
on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of the
covenants contained herein or established pursuant to Section 2.01 with respect to such series and its consequences,
except a default in the payment of the principal of, or premium, if any, or interest on, any of the Securities of that series
as and when the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has
been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited
with the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed
to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Securities of such series
shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.


 






    	 	15	 



     


    

 


Section 6.07 Undertaking
to Pay Costs.


 


All
parties to this Indenture agree, and each holder of any Securities by such holder’s acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, 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 or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding more than 10% in aggregate principal
amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Security of such series, on or after the respective due dates
expressed in such Security or established pursuant to this Indenture.


 


ARTICLE
7


CONCERNING
THE TRUSTEE


 


Section 7.01 Certain
Duties and Responsibilities of Trustee.


 


(a)
 The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the
curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform
with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture,
and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the
Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities
of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.


 


(b)
 No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:


 


(i)
 prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving
of all such Events of Default with respect to that series that may have occurred:


 


(A)
 the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by
the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except
for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


(B)
 in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates
or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;


 


(ii)
 the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;


 


(iii)
 the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time
Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; and


 


(iv)
 None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if
there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the
terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.


 






    	 	16	 



     


    

 


Section 7.02 Certain
Rights of Trustee.


 


Except
as otherwise provided in Section 7.01:


 


(a)
 The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(b)
 Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution
or an instrument signed in the name of the Company by any authorized officer of the Company (unless other evidence in respect
thereof is specifically prescribed herein);


 


(c)
 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 or suffered or omitted hereunder in good faith and in
reliance thereon;


 


(d)
 The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders
shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to a series of the Securities (that has not been cured or waived), to exercise with respect to Securities
of that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;


 


(e)
 The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(f)
 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, consent, order, approval, bond, security, or other papers or documents,
unless requested in writing so to do by the holders of not less than a majority in principal amount of the Outstanding Securities
of the particular series affected thereby (determined as provided in Section 8.04); provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms
of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to
so proceeding. The reasonable expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and


 


(g)
 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.


 


In
addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (1) any Event of Default
occurring pursuant to Sections 6.01(a)(1) and 6.01(a)(2) or (2) any Default or Event of Default of which the Trustee shall
have received written notification in the manner set forth in this Indenture or a Responsible Officer of the Trustee shall have
obtained actual knowledge. Delivery of reports, information and documents to the Trustee under Section 5.03 is for informational
purposes only and the information 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 thereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).


 


Section 7.03 Trustee
Not Responsible for Recitals or Issuance or Securities.


 


(a)
 The recitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same.


 


(b)
 The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.


 


(c)
 The Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds
of such Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this
Indenture or established pursuant to Section 2.01, or for the use or application of any moneys received by any paying agent
other than the Trustee.


 




    	 	17	 



     


    

 


Section 7.04 May
Hold Securities.


 


The
Trustee or any paying agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not Trustee, paying agent or Security Registrar.


 


Section 7.05 Moneys
Held in Trust.


 


Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but 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 moneys received by it hereunder except such as it
may agree with the Company to pay thereon.


 


Section 7.06 Compensation
and Reimbursement.


 


(a)
 The Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation
(which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as the Company
and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise
expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ), except any such
expense, disbursement or advance as may arise from its negligence or bad faith and except as the Company and Trustee may from
time to time agree in writing. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees)
for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the
Trustee and arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs
and expenses of defending itself against any claim of liability in the premises.


 


(b)
 The obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse
the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness of the Company to which
the Securities are subordinated. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of
particular Securities.







 


Section 7.07 Reliance
on Officers’ Certificate.


 


Except
as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall
deem it reasonably necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence
of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’
Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee,
shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this
Indenture upon the faith thereof.


 


Section 7.08 Disqualification;
Conflicting Interests.


 


If
the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust
Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.


 


Section 7.09 Corporate
Trustee Required; Eligibility.


 


There
shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia,
or a corporation or other Person permitted to act as trustee by the Securities and Exchange Commission, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000),
and subject to supervision or examination by federal, state, territorial, or District of Columbia authority.


 


If
such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such
corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control
with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.


 




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Section 7.10 Resignation
and Removal; Appointment of Successor.


 


(a)
 The Trustee or any successor hereafter appointed may at any time resign with respect to the Securities of one or more
series by giving written notice thereof to the Company and by transmitting notice of resignation by mail, first class postage
prepaid, to the Securityholders of such series, as their names and addresses appear upon the Security Register. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor trustee with respect to Securities of such series by
written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the mailing 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 Securities of such series, or any Securityholder
of that series who has been a bona fide holder of a Security or Securities for at least six months may on behalf of himself and
all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


(b)
 In case at any time any one of the following shall occur:


 


(i) 
the Trustee shall fail to comply with the provisions of Section 7.08 after written request therefor by the Company
or by any Securityholder who has been a bona fide holder of a Security or Securities for at least six months; or


 


(ii) 
the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign
after written request therefor by the Company or by any such Securityholder; or


 


(iii)
the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, 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, the Company may remove the Trustee with respect to all Securities and appoint a successor trustee by written
instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or any Securityholder who has been a bona fide holder of a Security
or Securities for at least six months may, on behalf of that holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


(c)
 The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may
at any time remove the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor
Trustee for such series with the consent of the Company.


 


(d)
 Any resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a
series pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 7.11.


 


(e)
 Any successor trustee appointed pursuant to this Section may be appointed with respect to the Securities of one or more
series or all of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular
series.


 


Section 7.11 Acceptance
of Appointment By Successor.


 


(a)
 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.


 






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(b)
 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 (i) 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, (ii) 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 (iii) 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, 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 that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; 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, such retiring
Trustee shall with respect to the Securities of that or those series to which the appointment of such successor trustee relates
have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture, 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, to the extent contemplated by such supplemental
indenture, the 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.


 


(c)
 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 paragraph (a) or (b) of
this Section, as the case may be.


 


(d)
 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 7.12 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 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 that such corporation shall be qualified under the provisions of Section 7.08 and eligible
under the provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. 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.


 


Section 7.13 Preferential
Collection of Claims Against the Company.


 


The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b)
of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture
Act to the extent included therein.


 


Section 7.14 Notice
of Default


 


If
any Default or any Event of Default occurs and is continuing and if such Default or Event of Default is known to a Responsible
Officer of the Trustee, the Trustee shall mail to each Securityholder in the manner and to the extent provided in Section 313(c)
of the Trust Indenture Act notice of the Default or Event of Default within 45 days after it occurs, unless such Default or Event
of Default has been cured; provided, however , that, except in the case of a default in the payment of the principal of
(or premium, if any) or interest on any Security, the Trustee shall be protected in withholding such notice if and so long as
the board of directors, the executive committee or 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 interest of the Securityholders.


 




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ARTICLE
8


CONCERNING
THE SECURITYHOLDERS


 


Section 8.01 Evidence
of Action by Securityholders.


 


Whenever
in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securities
of a particular series may take any action (including the making of any demand or request, the giving of any notice, consent or
waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar
tenor executed by such holders of Securities of that series in person or by agent or proxy appointed in writing.


 


If
the Company shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent,
waiver or other action, the Company may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record
date for such series for the determination of Securityholders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date,
but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the
purposes of determining whether Securityholders of the requisite proportion of Outstanding Securities of that series have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of that series shall be computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record date.


 


Section 8.02 Proof
of Execution by Securityholders.


 


Subject
to the provisions of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made
in the following manner:


 


(a)
 The fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable
to the Trustee.


 


(b)
 The ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security
Registrar thereof.


 


The
Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.


 


Section 8.03 Who
May be Deemed Owners.


 


Prior
to the due presentment for registration of transfer of any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the Person in whose name such Security shall be registered upon the books of the Company as the absolute
owner of such Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal of (and
premium, if any) and (subject to Section 2.03) interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.


 


Section 8.04 Certain
Securities Owned by Company Disregarded.


 


In
determining whether the holders of the requisite aggregate principal amount of Securities of a particular series have concurred
in any direction, consent or waiver under this Indenture, the Securities of that series that are owned by the Company or any other
obligor on the Securities of that series or by any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding
for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only Securities of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good faith may be regarded as Outstanding for the purposes
of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the
Trustee taken upon the advice of counsel shall be full protection to the Trustee.


 


Section 8.05 Actions
Binding on Future Securityholders.


 


At
any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action
by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified
in this Indenture in connection with such action, any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee,
and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid
any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders
and owners of such Security, and of any Security issued in exchange therefor, on registration of transfer thereof or in place
thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders
of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture
in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities
of that series.


 






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ARTICLE
9


SUPPLEMENTAL
INDENTURES


 


Section 9.01 Supplemental
Indentures Without the Consent of Securityholders.


 


In
addition to any supplemental indenture otherwise authorized by this Indenture, the Company and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:


 


(a)
 to cure any ambiguity, defect, or inconsistency herein or in the Securities of any series;


 


(b)
 to comply with Article Ten;


 


(c)
 to provide for uncertificated Securities in addition to or in place of certificated Securities;


 


(d)
 to add to the covenants, restrictions, conditions or provisions relating to the Company for the benefit of the holders
of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of
less than all series of Securities, stating that such covenants, restrictions, conditions or provisions are expressly being included
solely for the benefit of such series), to make the occurrence, or the occurrence and the continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of Default, or to surrender any right or power herein conferred
upon the Company;


 


(e)
 to add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or
purposes of issue, authentication, and delivery of Securities, as herein set forth;


 


(f)
 to make any change that does not adversely affect the rights of any Securityholder in any material respect; provided
that any amendment made solely to conform the provisions of this Indenture to the corresponding description of the Securities
contained in the applicable prospectus or prospectus supplement shall be deemed to not adversely affect the interests of the Securityholders;


 


(g)
 to provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided
in Section 2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture
or any series of Securities, or to add to the rights of the holders of any series of Securities;


 


(h)
 to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or


 


(i)
 to comply with any requirements of the Securities and Exchange Commission or any successor in connection with the qualification
of this Indenture under the Trust Indenture Act.


 


The
Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any
such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Any
supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the
consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.


 


Section 9.02 Supplemental
Indentures With Consent of Securityholders.


 


With
the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount
of the Securities of each series affected by such supplemental indenture or indentures at the time Outstanding, the Company, when
authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture
or of modifying in any manner not covered by Section 9.01 the rights of the holders of the Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the holders of each Security
then Outstanding and affected thereby,


 


(i)
extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof,


 


(ii)
reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture;


 




    	 	22	 



     


    

 


(iii)
change any obligation to pay additional amounts;


 


(iv)
reduce the amount of principal of an original issue discount security or any other Security payable upon acceleration of the maturity
thereof;


 


(v) change currency in which any Security or any premium or interest is payable;



 


(vi)
impair the right to enforce any payment on or with respect to any Security;


 


(vii)
adversely change the right to convert or exchange, including decreasing the conversion rate or increasing the conversion price
of, such Security (if applicable);


 


(viii)
if the Securities are secured, change the terms and conditions pursuant to which the Securities are secured in a manner adverse
to the holders of the Securities;


 


(ix)
reduce the percentage in principal amount of outstanding Securities of any series, the consent of whose holders is required for
modification or amendment of the indenture or for waiver of compliance with certain provisions of the indenture or for waiver
of certain defaults;


 


(x) reduce the requirements contained in the indenture for quorum or voting;



 


(xi)
change any obligations of the Company to maintain an office or agency in the places and for the purposes required by the indentures;
or


 


(xii)
modify any of the above provisions.


 


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


 


Section 9.03 Effect
of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture
shall, with respect to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of
Securities of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects
to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed
to be part of the terms and conditions of this Indenture for any and all purposes.


 


Section 9.04 Securities
Affected by Supplemental Indentures.


 


Securities
of any series affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided
such form meets the requirements of any securities exchange upon which such series may be listed, as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in
the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding.


 


Section 9.05 Execution
of Supplemental Indentures.


 


Upon
the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion
but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01,
may receive an Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the
Trustee under the provisions of this Article to join in the execution thereof; provided, however, that such Officers’ Certificate
or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms
of a series of Securities pursuant to Section 2.01 hereof.


 




    	 	23	 



     


    

 


Promptly
after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the Security Register.
Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.


 


ARTICLE
10


SUCCESSOR
ENTITY


 


Section 10.01 Company May
Consolidate, Etc.


 


Except
as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation
or merger of the Company with or into any other Person (whether or not affiliated with the Company) or successive consolidations
or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property of the Company or its successor or successors as an entirety, or substantially as
an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon any such consolidation
or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition,
the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series in
accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all
the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant
to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed
and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or
by the entity which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding
are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such
supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to
receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of
shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have
been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer
or other disposition.


 


Section 10.02 Successor
Entity Substituted.


 


(a)
 In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by
the successor entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the obligations set forth under Section 10.01 on all of the Securities of all series Outstanding, such successor entity
shall succeed to and be substituted for the Company with the same effect as if it had been named as the Company herein, and thereupon
the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


(b)
 In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology
and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.


 


(c)
 Nothing contained in this Article shall require any action by the Company in the case of a consolidation or merger of
any Person into the Company where the Company is the survivor of such transaction, or the acquisition by the Company, by purchase
or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Company).


 


Section 10.03 Evidence
of Consolidation, Etc. to Trustee.


 


The
Trustee, subject to the provisions of Section 7.01, may receive an Officers’ Certificate or an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption,
comply with the provisions of this Article.


 






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ARTICLE
11


SATISFACTION
AND DISCHARGE


 


Section 11.01 Satisfaction
and Discharge of Indenture.


 


If
at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore
authenticated and not delivered to the Trustee for cancellation (other than any Securities that shall have been destroyed, lost
or stolen and that shall have been replaced or paid as provided in Section 2.07 and Securities for whose payment money or
Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereupon
repaid to the Company or discharged from such trust, as provided in Section 11.05); or (b) all such Securities of a
particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee
as trust funds the entire amount in moneys or Governmental Obligations or a combination thereof, 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 at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption,
as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such
series by the Company then this Indenture shall thereupon cease to be of further effect with respect to such series except for
the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or redemption
date, as the case may be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee, on demand
of the Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.


 


Section 11.02 Discharge
of Obligations.


 


If
at any time all such Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not
become due and payable as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations sufficient to pay at maturity or upon redemption all such
Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any)
and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then after the
date such moneys or Governmental Obligations, as the case may be, are deposited with the Trustee the obligations of the Company
under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.03,
2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall survive until such Securities shall mature and be paid.


 


Thereafter,
Sections 7.06 and 11.05 shall survive.


 


Section 11.03 Deposited
Moneys to be Held in Trust.


 


All
moneys or Governmental Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall
be available for payment as due, either directly or through any paying agent (including the Company acting as its own paying agent),
to the holders of the particular series of Securities for the payment or redemption of which such moneys or Governmental Obligations
have been deposited with the Trustee.


 


Section 11.04 Payment
of Moneys Held by Paying Agents.


 


In
connection with the satisfaction and discharge of this Indenture all moneys or Governmental Obligations then held by any paying
agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys or Governmental Obligations.


 


Section 11.05 Repayment
to Company.


 


Any
moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment
of principal of or premium, if any, or interest on the Securities of a particular series that are not applied but remain unclaimed
by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest
on such Securities shall have respectively become due and payable, or such other shorter period set forth in applicable escheat
or abandoned or unclaimed property law, shall be repaid to the Company on May 31 of each year or upon the Company’s
request or (if then held by the Company) shall be discharged from such trust; and thereupon the paying agent and the Trustee shall
be released from all further liability with respect to such moneys or Governmental Obligations, and the holder of any of the Securities
entitled to receive such payment shall thereafter, as a general creditor, look only to the Company for the payment thereof.


 






    	 	25	 



     


    

 


ARTICLE
12





IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND


DIRECTORS


 


Section 12.01 No
Recourse.


 


No
recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past,
present or future as such, of the Company or of any predecessor or successor corporation, either directly or through the
Company or any such predecessor or 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 this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to,
or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the Company or of any
predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied
therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such
Securities.


 


ARTICLE
13


MISCELLANEOUS
PROVISIONS


 


Section 13.01 Effect
on Successors and Assigns.


 


All
the covenants, stipulations, promises and agreements in this Indenture made by or on behalf of the Company shall bind its successors
and assigns, whether so expressed or not.


 


Section 13.02 Actions
by Successor.


 


Any
act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and effect by the corresponding board, committee or
officer of any corporation that shall at the time be the lawful successor of the Company.


 


Section 13.03 Surrender
of Company Powers.


 


The
Company by instrument in writing executed by authority of 2/3 (two-thirds) its Board of Directors and delivered to the Trustee
may surrender any of the powers reserved to the Company, and thereupon such power so surrendered shall terminate both as to the
Company and as to any successor corporation.


 


Section 13.04 Notices.


 


Except
as otherwise expressly provided herein, any notice, request or demand that by any provision of this Indenture is required or permitted
to be given, made or served by the Trustee or by the holders of Securities or by any other Person pursuant to this Indenture to
or on the Company may be given or served by being deposited in first class mail, postage prepaid, addressed (until another address
is filed in writing by the Company with the Trustee), as follows: Workhorse Group Inc., 100 Commerce Drive, Loveland, Ohio 45140
Attn: Chief Financial Officer. Any notice, election, request or demand by the Company or any Securityholder or by any other Person
pursuant to this Indenture to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if
given or made in writing at the Corporate Trust Office of the Trustee.


 


Section 13.05 Governing
Law.


 


This
Indenture and each Security shall be deemed to be a contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State, except to the extent that the Trust Indenture Act is applicable.


 


Section 13.06 Treatment
of Securities as Debt.


 


It
is intended that the Securities will be treated as indebtedness and not as equity for federal income tax purposes. The provisions
of this Indenture shall be interpreted to further this intention.


 


Section 13.07 Certificates
and Opinions as to Conditions Precedent.


 


(a)
 Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided
for in this Indenture (other than the certificate to be delivered pursuant to Section 13.12) relating to the proposed action
have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have
been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate
or opinion need be furnished.


 




    	 	26	 



     


    

 


(b)
 Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with
a condition or covenant in this Indenture shall include (i) a statement that the Person making such certificate or opinion
has read such covenant or condition; (ii) 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; (iii) a statement that, in the
opinion of such Person, he has made such examination or investigation as is reasonably necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not,
in the opinion of such Person, such condition or covenant has been complied with.


 


Section 13.08 Payments
on Business Days.


 


Except
as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal
of any Security or the date of redemption of any Security shall not be a Business Day, then payment of interest or principal (and
premium, if any) may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date
of maturity or redemption, and no interest shall accrue for the period after such nominal date.


 


Section 13.09 Conflict
with Trust Indenture Act.


 


If
and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.


 


Section 13.10 Counterparts.


 


This
Indenture 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.


 


Section 13.11 Separability.


 


In
case any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained herein or therein.


 


Section 13.12 Compliance
Certificates.


 


The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year during which any Securities of any series
were outstanding, an officer’s certificate stating whether or not the signers know of any Default or Event of Default that
occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, principal
financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company
and the Company’s performance under this Indenture and that the Company has complied with all conditions and covenants under
this Indenture. For purposes of this Section 13.12, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. If the officer of the Company signing such certificate has knowledge of
such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status.


 





ARTICLE
14


SUBORDINATION
OF SECURITIES


 


Section 14.01 Subordination
Terms.


 


The
payment by the Company of the principal of, (and premium, if any) and interest on any series of Securities issued hereunder shall
be subordinated to the extent set forth in an indenture supplemental hereto relating to such Securities.




  




    	 	27	 



     


    

 


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


 


	 	WORKHORSE
    GROUP INC.
	 	 	 
	 	By:	 	           
	 	 	 
	 	Name:	 	 
	 	 	 
	 	Title:	 	 


 


	 	[TRUSTEE],
    as Trustee
	 	 	 
	 	By:	 	        
	 	 	 
	 	Name:	 	 
	 	 	 
	 	Title:	 	 


 


[SIGNATURE
PAGE TO SUBORDINATED DEBT SECURITIES]


 




    	 	28	 



     


    

 


CROSS-REFERENCE
TABLE(1)


 


	Section
of Trust Indenture

        Act
        of 1939, as Amended
	 	Section of Indenture
	310(a)	 	7.09
	310(b)	 	7.08
	 	 	7.10
	310(c)	 	Inapplicable
	311(a)	 	7.13
	311(b)	 	7.13
	311(c)	 	Inapplicable
	312(a)	 	5.01
	 	 	5.02(a)
	312(b)	 	5.02(c)
	312(c)	 	5.02(c)
	313(a)	 	5.04(a)
	313(b)	 	5.04(b)
	313(c)	 	5.04(a)
	 	 	5.04(b)
	313(d)	 	5.04(c)
	314(a)	 	5.03
	 	 	13.12
	314(b)	 	Inapplicable
	314(c)	 	13.07(a)
	314(d)	 	Inapplicable
	314(e)	 	13.07(b)
	314(f)	 	Inapplicable
	315(a)	 	7.01(a)
	 	 	7.01(b)
	315(b)	 	7.14
	315(c)	 	7.01
	315(d)	 	7.01(b)
	315(e)	 	6.07
	316(a)	 	6.06
	 	 	8.04
	316(b)	 	6.04
	316(c)	 	8.01
	317(a)	 	6.02
	317(b)	 	4.03
	318(a)	 	13.09


 


	(1)	This
    Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any
    of its terms or provisions.


 


 


29