EXHIBIT 4.3


 


HALL OF FAME RESORT & ENTERTAINMENT COMPANY


 


INDENTURE


 


Dated as of [   ]


 


[TRUSTEE],


 


as


 


Trustee


 




     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	 	 
	Section 1.1 Definitions.	 	1
	Section 1.2 Other Definitions.	 	6
	Section 1.3 Incorporation by Reference of Trust Indenture Act.	 	6
	Section 1.4 Rules of Construction.	 	6
	 	 	 
	ARTICLE 2 THE SECURITIES	 	7
	 	 	 
	Section 2.1 Issuable in Series.	 	7
	Section 2.2 Establishment of Terms of Series of Securities.	 	7
	Section 2.3 Execution and Authentication.	 	10
	Section 2.4 Registrar and Paying Agent.	 	11
	Section 2.5 Paying Agent to Hold Money in Trust.	 	12
	Section 2.6 Securityholder Lists.	 	12
	Section 2.7 Exchange and Registration of Transfer.	 	12
	Section 2.8 Mutilated, Destroyed, Lost and Stolen Securities.	 	13
	Section 2.9 Outstanding Securities.	 	14
	Section 2.10 Treasury Securities.	 	14
	Section 2.11 Temporary Securities.	 	14
	Section 2.12 Cancellation.	 	15
	Section 2.13 Defaulted Interest.	 	15
	Section 2.14 Registered Global Securities.	 	15
	Section 2.15 Computation of Interest.	 	16
	Section 2.16 CUSIP and ISIN Numbers.	 	16
	 	 	 
	ARTICLE 3 REDEMPTION	 	17
	 	 	 
	Section 3.1 Notice to Trustee.	 	17
	Section 3.2 Selection of Securities to be Redeemed.	 	17
	Section 3.3 Notice of Redemption.	 	17
	Section 3.4 Effect of Notice of Redemption.	 	18
	Section 3.5 Deposit of Redemption Price.	 	18
	Section 3.6 Securities Redeemed in Part.	 	18
	 	 	 
	ARTICLE 4 COVENANTS	 	19
	 	 	 
	Section 4.1 Payment of Principal and Interest.	 	19
	Section 4.2 SEC Reports.	 	19
	Section 4.3 Compliance Certificate.	 	19
	Section 4.4 Stay, Extension and Usury Laws.	 	19
	Section 4.5 Corporate Existence.	 	19
	Section 4.6 Maintenance of Office or Agency.	 	19
	Section 4.7 Money For Securities Payments to be Held in Trust.	 	20
	Section 4.8 Waiver of Certain Covenants.	 	21



 






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	ARTICLE 5 SUCCESSORS	 	22
	 	 	 
	Section 5.1 When Company May Merge, Etc.	 	22
	Section 5.2 Successor Corporation Substituted.	 	22
	 	 	 
	ARTICLE 6 DEFAULTS AND REMEDIES	 	23
	 	 	 
	Section 6.1 Events of Default.	 	23
	Section 6.2 Acceleration of Maturity; Rescission and Annulment.	 	24
	Section 6.3 Collection of Indebtedness and Suits for Enforcement by Trustee.	 	26
	Section 6.4 Trustee May File Proofs of Claim.	 	27
	Section 6.5 Trustee May Enforce Claims Without Possession of Securities.	 	28
	Section 6.6 Application of Money Collected.	 	28
	Section 6.7 Limitation on Suits.	 	28
	Section 6.8 Unconditional Right of Holders to Receive Principal and Interest.	 	29
	Section 6.9 Restoration of Rights and Remedies.	 	29
	Section 6.10 Rights and Remedies Cumulative.	 	29
	Section 6.11 Delay or Omission Not Waiver.	 	29
	Section 6.12 Control by Holders.	 	30
	Section 6.13 Waiver of Past Defaults.	 	30
	Section 6.14 Undertaking for Costs.	 	30
	 	 	 
	ARTICLE 7 TRUSTEE	 	31
	 	 	 
	Section 7.1 Duties of Trustee.	 	31
	Section 7.2 Rights of Trustee.	 	32
	Section 7.3 Individual Rights of Trustee.	 	33
	Section 7.4 Trustee’s Disclaimer.	 	33
	Section 7.5 Notice of Defaults.	 	33
	Section 7.6 Reports by Trustee to Holders.	 	33
	Section 7.7 Compensation and Indemnity.	 	34
	Section 7.8 Replacement of Trustee.	 	34
	Section 7.9 Successor Trustee by Merger, etc.	 	35
	Section 7.10 Eligibility; Disqualification.	 	36
	Section 7.11 Preferential Collection of Claims Against Company.	 	36
	 	 	 
	ARTICLE 8 SATISFACTION AND DISCHARGE; DEFEASANCE	 	36
	 	 	 
	Section 8.1 Satisfaction and Discharge of Indenture.	 	36
	Section 8.2 Application of Trust Funds; Indemnification.	 	37
	Section 8.3 Legal Defeasance of Securities of any Series.	 	37
	Section 8.4 Covenant Defeasance.	 	39
	Section 8.5 Repayment to Company.	 	40
	Section 8.6 Effect of Subordination Provisions.	 	40



 






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	ARTICLE 9 AMENDMENTS AND WAIVERS	 	41
	 	 	 
	Section 9.1 Without Consent of Holders.	 	41
	Section 9.2 With Consent of Holders.	 	42
	Section 9.3 Limitations.	 	42
	Section 9.4 Compliance with Trust Indenture Act.	 	43
	Section 9.5 Revocation and Effect of Consents.	 	43
	Section 9.6 Notation on or Exchange of Securities.	 	44
	Section 9.7 Trustee Protected.	 	44
	 	 	 
	ARTICLE 10 SUBORDINATION OF SECURITIES	 	44
	 	 	 
	Section 10.1 Agreement to Subordinate.	 	44
	 	 	 
	ARTICLE 11 MISCELLANEOUS	 	44
	 	 	 
	Section 11.1 Trust Indenture Act Controls.	 	44
	Section 11.2 Notices.	 	44
	Section 11.3 Communication by Holders with Other Holders.	 	45
	Section 11.4 Certificate and Opinion as to Conditions Precedent.	 	45
	Section 11.5 Statements Required in Certificate or Opinion.	 	46
	Section 11.6 Rules by Trustee and Agents.	 	46
	Section 11.7 Legal Holidays.	 	46
	Section 11.8 No Recourse Against Others.	 	46
	Section 11.9 Counterparts.	 	47
	Section 11.10 Governing Laws; Waiver of Jury Trial.	 	47
	Section 11.11 No Adverse Interpretation of Other Agreements.	 	47
	Section 11.12 Successors.	 	47
	Section 11.13 Severability.	 	47
	Section 11.14 Table of Contents, Headings, Etc.	 	47
	Section 11.15 Securities in a Foreign Currency or in ECU.	 	47
	Section 11.16 Judgment Currency.	 	48
	Section 11.17 Acts of Holders.	 	48
	 	 	 
	ARTICLE 12 SINKING FUNDS	 	49
	 	 	 
	Section 12.1 Applicability of Article.	 	49
	Section 12.2 Satisfaction of Sinking Fund Payments with Securities.	 	49
	Section 12.3 Redemption of Securities for Sinking Fund.	 	49





 




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Reconciliation and tie between Trust Indenture
Act of 1939 and Indenture, dated as of [   ].


 


	§ 310(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	7.10
	(b)	7.10
	§ 311(a)	7.11
	(b)	7.11
	(c)	Not Applicable
	§ 312(a)	2.6
	(b)	11.3
	(c)	11.3
	§ 313(a)	7.6
	(b)(1)	7.6
	(b)(2)	7.6
	(c)	7.6
	(d)	7.6
	§ 314(a)	4.2, 4.3
	(b)	Not Applicable
	(c)(1)	11.4
	(c)(2)	11.4
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	11.5
	(f)	Not Applicable
	§ 315(a)	7.1
	(b)	7.5
	(c)	7.1
	(d)	7.1
	(e)	6.14
	§ 316(a)	2.10
	(a)(1)(A)	6.12
	(a)(1)(B)	6.13
	(b)	6.8
	§ 317(a)(1)	6.3
	(a)(2)	6.4
	(b)	2.5
	§ 318(a)	11.1


 


Note: This reconciliation and tie shall not, for any purpose, be deemed
to be part of the Indenture.


 




     


     


    

 


Indenture dated as of [   ], between Hall of Fame Resort & Entertainment
Company, a Delaware corporation (the “Company”), and [   ] (the “Trustee”).


 


Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.


 


ARTICLE
1

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1 Definitions.


 


“Additional Amounts” means any additional amounts which
are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain
taxes imposed on Holders specified therein and which are owing to such Holders.


 


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


 


“Agent” means any Registrar, Paying Agent, co-agent, co-registrar
or Service Agent.


 


“Authorized Newspaper” means a newspaper in an official
language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general
circulation in the place in connection with which the term is used. If it shall be impractical in the opinion of the Trustee to make any
publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or
given by the Trustee shall constitute a sufficient publication of such notice.


 


“Bearer” means anyone in possession from time to time of
a Bearer Security.


 


“Bearer Global Security” or “Bearer Global Securities”
means a Bearer Security or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a
Series of Bearer Securities, deposited with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System and/or
Clearstream Banking, société anonyme, Luxembourg.


 


“Bearer Security” means any Security, including any interest
coupon appertaining thereto, that does not provide for the identification of the Holder thereof.


 


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


 


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


 






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“Business Day” means, unless otherwise provided by Board
Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, each day which is not a Legal Holiday.


 


“Capital Stock” of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of
such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.


 


“Company” means the party named as such above until a successor
replaces it and thereafter means the successor.


 


“Company Order” means a written order signed in the name
of the Company by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal
accounting officer.


 


“Company Request” means a written request signed in the
name of the Company by its Chairman of the Board, a President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Trustee.


 


“Corporate Trust Office” means the office of the Trustee
at which at any particular time its corporate trust business shall be principally administered.


 


“Debt” of any Person as of any date means, without duplication,
all indebtedness of such Person in respect of borrowed money, including all interest, fees and expenses owed in respect thereto (whether
or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), or evidenced by bonds, notes,
debentures or similar instruments.


 


“Default” means any event which is, or after notice or
passage of time would be, an Event of Default.


 


“Depositary” means, with respect to the Securities of any
Series issuable or issued in whole or in part in the form of one or more Securities in global form, the Person designated as Depositary
for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there
is more than one such Person, “Depositary” as used with respect to the Securities of any Series shall mean the Depositary
with respect to the Securities of such Series.


 


“Discount Security” means any Security that provides for
an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.2.


 


“Dollars” means the currency of the United States of America.


 


“ECU” means the European Currency Unit as determined by
the Commission of the European Union.


 






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“Exchange Act” means the Securities Exchange Act of 1934,
as amended.


 


“Foreign Currency” means any currency or currency unit
issued by a government other than the government of the United States of America.


 


“Foreign Government Obligations” means with respect to
Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused to
be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled
or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by such government, which, in either case under clauses (i) or (ii), are not callable or redeemable
at the option of the issuer thereof.


 


“Holder” or “Securityholder” means a Person
in whose name a Security is registered in the Register or the holder of a Bearer Security.


 


“Indenture” means this Indenture as originally executed
and delivered and as amended from time to time and shall include the form and terms of particular Series of Securities established as
contemplated hereunder.


 


“interest” with respect to any Discount Security which
by its terms bears interest only after Maturity, means interest payable after Maturity.


 


“Maturity,” when used with respect to any Security or installment
of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, notice of option
to elect repayment or otherwise.


 


“Officer” means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.


 


“Officers’ Certificate” means a certificate signed
by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting
officer.


 


“Opinion of Counsel” means a written opinion of legal counsel
who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.


 


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


 


“Place of Payment”, when used with respect to the Securities
of any Series, means the place or places specified in accordance with Section 2.2 where the principal of and any premium and interest
on the Securities of that Series are payable, or if not so specified, in accordance with Section 4.6.


 






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“Preferred Stock”, as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any
other class of such Person.


 


“principal” of a Security means the principal of the Security
plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security.


 


“Registered Global Security” or “Registered Global
Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or
part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary
or nominee.


 


“Registered Securities” means any Security registered on
the Register of the Company.


 


“SEC” means the Securities and Exchange Commission.


 


“Securities” means the debentures, notes or other debt
instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Securities Act” means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to time.


 


“Senior Debt” means the principal of, premium, if any,
unpaid interest, and all fees and other amounts payable in connection with the following, whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed, on (x) the Debt of the Company, for money borrowed other than (a) any Debt of the Company which
when incurred and without respect to any election under Section 1111(b) of the Federal Bankruptcy Code, was without recourse to the Company,
(b) any Debt of the Company to any of its Subsidiaries, (c) Debt to any employee of the Company, (d) any liability for taxes and (e) Trade
Payables, unless the instrument creating or evidencing the same or pursuant to which the same is outstanding provides that such Debt is
not senior or prior in right of payment to the Securities, (y) all obligations of the Company under interest rate, currency and commodity
swaps, caps, floors, collars, hedge arrangements, forward contracts or similar agreements or arrangements and (z) renewals, extensions,
modifications and refundings of any such Debt. This definition may be modified or superseded by a supplemental indenture.


 


“Senior Securities” means Securities other than Subordinated
Securities.


 


“Series” or “Series of Securities” means each
series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof.


 


“Stated Maturity” when used with respect to any Security
or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the
principal of such Security or such installment of principal or interest is due and payable (without regard for any provisions for acceleration,
redemption prepayment or otherwise).


 






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“Subordinated Securities” means Securities that by the
terms established pursuant to Section 2.2.9 are subordinated in right of payment to Senior Debt of the Company.


 


“Subordination Provisions,” when used with respect to the
Subordinated Securities of any Series, shall have the meaning established pursuant to Section 2.2.9 with respect to the Subordinated Securities
of such Series.


 


“Subsidiary” of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries
of such Person or (iii) one or more Subsidiaries of such Person.


 


“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code
§§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939
as so amended.


 


“Trade Payables” means accounts payable or any other Debt
or monetary obligations to trade creditors created or assumed by the Company or any Subsidiary of the Company in the ordinary course of
business in connection with the receipt of materials or services.


 


“Trust Officer” means any officer within the Corporate
Trust Office of the Trustee with direct responsibility for the administration of this Indenture.


 


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


 


“U.S. Government Obligations” means direct obligations
(or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality
thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable
at the issuer’s option.


 






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Section 1.2 Other Definitions.


 


	 
TERM
	 	DEFINED
 IN
 SECTION	 
	“Bankruptcy Law”	 	 	6.1	 
	“Custodian”	 	 	6.1	 
	“Event of Default”	 	 	6.1	 
	“Journal”	 	 	11.15	 
	“Judgment Currency”	 	 	11.16	 
	“Legal Holiday”	 	 	11.7	 
	“mandatory sinking fund payment”	 	 	12.1	 
	“Market Exchange Rate”	 	 	11.15	 
	“New York Banking Day”	 	 	11.16	 
	“optional sinking fund payment”	 	 	12.1	 
	“Paying Agent”	 	 	2.4	 
	“Register”	 	 	2.4	 
	“Registrar”	 	 	2.4	 
	“Required Currency”	 	 	11.16	 
	“Service Agent”	 	 	2.4	 
	“successor person”	 	 	5.1	 




 


Section 1.3 Incorporation by Reference of Trust
Indenture Act.


 


Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“Commission” means the SEC.


 


“indenture securities” means the Securities.


 


“indenture security holder” means a Securityholder.


 


“indenture to be qualified” means this Indenture.


 


“indenture trustee” or “institutional trustee”
means the Trustee.


 


“obligor” on the indenture securities means the Company
and any successor obligor upon the Securities.


 


All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so
defined.


 


Section 1.4 Rules of Construction.


 


Unless the context otherwise requires:


 


(a) a term has the meaning assigned to it;


 


(b) an accounting term not otherwise defined has
the meaning assigned to it in accordance with generally accepted accounting principles;


 


(c) references to “generally accepted accounting
principles” shall mean generally accepted accounting principles in effect as of the time when and for the period as to which such
accounting principles are to be applied;


 


(d) “or” is not exclusive; and


 


(e) words in the singular include the plural, and
in the plural include the singular.


 






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ARTICLE
2

THE SECURITIES


 


Section 2.1 Issuable in Series.


 


The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall
be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officers’ Certificate detailing the
adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities of a Series to be
issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities
may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the
benefits of the Indenture.


 


Section 2.2 Establishment of Terms of Series of
Securities.


 


At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within the
Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.24) by a Board Resolution, a supplemental indenture
or an Officers’ Certificate pursuant to authority granted under a Board Resolution:


 


2.2.1 the title and designation of the Securities
of the Series, which shall distinguish the Securities of the Series from the Securities of all other Series, and which may be part of
a Series of Securities previously issued;


 


2.2.2 any limit upon the aggregate principal amount
of the Securities of the 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 the Series pursuant to Section 2.7,
2.8, 2.11, 3.6 or 9.6);


 


2.2.3 if other than Dollars, the Foreign Currency
or Foreign Currencies in which the Securities of the Series are denominated;


 


2.2.4 the date or dates on which the principal
of the Securities of the Series is payable or the method of determination thereof;


 


2.2.5 the rate or rates (which may be fixed or
variable) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue,
on which such interest shall be payable, the terms and conditions of any deferral of interest and the additional interest, if any, thereon,
the right, if any, of the Company to extend the interest payment periods and the duration of the extensions and (in the case of Registered
Securities) the date or dates on which a record shall be taken for the determination of Holders to whom interest is payable and/or the
method by which such rate or rates or date or dates shall be determined;


 






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2.2.6 the place or places where and the manner
in which, the principal of and any interest on Securities of the Series shall be payable;


 


2.2.7 the right, if any, of the Company to redeem
Securities, in whole or in part, at its option and the period or periods within which, or the date or dates on which, the price or prices
at which and any terms and conditions upon which Securities of the Series may be so redeemed, pursuant to any sinking fund or otherwise;


 


2.2.8 the obligation, if any, of the Company to
redeem, purchase or repay Securities of the Series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the
option of a Holder thereof and the price or prices at which and the period or periods within which or the date or dates on which, and
any terms and conditions upon which Securities of the Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to
such obligation;


 


2.2.9 if the Securities of such Series are Subordinated
Securities, the terms pursuant to which the Securities of such Series will be made subordinate in right of payment to Senior Debt and
the definition of such Senior Debt with respect to such Series (in the absence of an express statement to the effect that the Securities
of such Series are subordinate in right of payment to all such Senior Debt, the Securities of such Series shall not be subordinate to
Senior Debt and shall not constitute Subordinated Securities); and, in the event that the Securities of such Series are Subordinated Securities,
such Board Resolution, Officer’s Certificate or supplemental indenture, as the case may be, establishing the terms of such Series
shall expressly state which articles, sections or other provisions thereof constitute the “Subordination Provisions” with
respect to the Securities of such Series;


 


2.2.10 if other than denominations of $1,000 and
any integral multiple thereof in the case of Registered Securities, or $1,000 and $5,000 in the case of Bearer Securities, the denominations
in which Securities of the Series shall be issuable;


 


2.2.11 the percentage of the principal amount at
which the Securities will be issued, and, 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 and the terms and conditions of any acceleration;


 


2.2.12 if other than the coin, currency or currencies
in which the Securities of the Series are denominated, the coin, currency or currencies in which payment of the principal of or interest
on the Securities of such Series shall be payable, including composite currencies or currency units;


 


2.2.13 if the principal of or interest on the Securities
of the Series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the
Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;


 






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2.2.14 if the amount of payments of principal of
and interest on the Securities of the Series may be determined with reference to an index or formula based on a coin, currency, composite
currency or currency unit other than that in which the Securities of the Series are denominated, the manner in which such amounts shall
be determined;


 


2.2.15 whether the Securities of the Series will
be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Bearer Securities,
with or without interest coupons appertaining thereto (and if, so whether such Securities will be issuable as Bearer Global Securities),
or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Bearer Securities or the payment of
interest thereon and the terms upon which Bearer Securities of any Series may be exchanged for Registered Securities of such Series and
vice versa;


 


2.2.16 whether and under what circumstances the
Company will pay additional amounts on the Securities of the Series held by a person who is not a U.S. person in respect of any tax, assessment
or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Securities of the Series
rather than pay such additional amounts;


 


2.2.17 if the Securities of the Series are to be
issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such Series) only upon receipt of
certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;


 


2.2.18 any trustees, depositaries, authenticating
or paying agents, transfer agents or registrars of any other agents with respect to the Securities of such Series;


 


2.2.19 any deletion from, modification of or addition
to the Events of Default or covenants with respect to the Securities of such Series, including, if applicable, covenants affording Holders
of debt protection with respect to the Company’s operations, financial conditions and transactions involving the Company;


 


2.2.20 if the Securities of the Series are to be
convertible into or exchangeable for any other security or property of the Company, including, without limitation, securities of another
Person held by the Company or its Affiliates and, if so, the terms thereof, including conversion or exchange prices or rate and adjustments
thereto;


 


2.2.21 the price or prices at which the Securities
will be issued;


 


2.2.22 any provisions for remarketing;


 


2.2.23 the terms applicable to any Securities issued
at a discount from their stated principal amount; and


 


2.2.24 any other terms of the Series.


 


All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution,
supplemental indenture or Officers’ Certificate referred to above, and the authorized principal amount of any Series may not be
increased to provide for issuances of additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental
indenture or Officers’ Certificate.


 






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Section 2.3 Execution and Authentication.


 


One or more Officers shall sign the Securities for the Company by manual
or facsimile signature.


 


If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall be valid nevertheless so long as such individual was an Officer at
the time of execution of the Security.


 


A Security shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this
Indenture.


 


The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’
Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to
oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed
electronically or in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate.


 


The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental
indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8.


 


Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto
or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms
of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 11.4,
and (c) an Opinion of Counsel complying with Section 11.4.


 


The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or
(b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.


 


The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy
of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate.


 






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Section 2.4 Registrar and Paying Agent.


 


The Company shall maintain, with respect to each Series of Securities,
at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series
may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration
of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of
such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series
of Registered Securities (the “Register”) and to their transfer and exchange. The Company will give prompt written notice
to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at
any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


The Company may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service
Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar,
additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying
Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent.


 


The Company hereby appoints the Trustee the initial Registrar, Paying
Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior
to the time Securities of that Series are first issued. The Company or any of its domestically organized Subsidiaries may act as Paying
Agent, Registrar or Service Agent.


 


The rights, privileges, protections, immunities and benefits given
to the Trustee under this Indenture including, without limitation, its right to be indemnified, are extended to, and shall be enforceable
by, the Trustee in each of its capacities hereunder, and each Agent acting hereunder.


 


The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or Service Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall
implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of
any such agent.


 


The Company may remove any Registrar, Paying Agent or Service for any
Series of Securities upon written notice to such Registrar, Paying Agent or Service Agent and to the Trustee; provided, however, that
no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement
entered into by the Company and such successor Registrar, Paying Agent or Service Agent, as the case may be, and delivered to the Trustee
or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance
with clause (1) above. The Registrar, Paying Agent or Service Agent may resign at any time upon written notice; provided, however, that
the Trustee may resign as Paying Agent, Registrar or Service Agent only if the Trustee also resigns as Trustee in accordance with Section
7.8.


 






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Section 2.5 Paying Agent to Hold Money in Trust.


 


Prior to each due date of the principal and interest on any Series
of Securities, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary is acting as Paying Agent, segregate
and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming
due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent will hold in trust,
for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of
principal of or interest on the Series of Securities, and shall notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent,
it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by
it as Paying Agent.


 


Section 2.6 Securityholder Lists.


 


The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of Securityholders of each Series of Securities and shall otherwise comply
with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee
at least five Business Day before each interest payment date, but in any event not less frequently than semi-annually, and at such other
times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names
and addresses of Securityholders of each Series of Securities.


 


Section 2.7 Exchange and Registration of Transfer.


 


The Company shall cause to be kept at the Corporate Trust Office the
Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities
of a Series and of transfers of Securities of such Series. The Register shall be in written form or in any form capable of being converted
into written form within a reasonably prompt period of time.


 


Upon surrender for registration of transfer of any Security of a Series
to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.8, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Security of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends
as may be required by this Indenture.


 


Securities of a Series may be exchanged for other Securities of the
same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged
at any such office or agency maintained by the Company pursuant to Section 4.2. Whenever any Securities of a Series are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same Series that the Holder
making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding.


 


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


 






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All Securities of a Series presented or surrendered for registration
of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company, and the Securities of such Series shall be duly executed by the Holder
thereof or his attorney duly authorized in writing.


 


No service charge shall be made to any holder for any registration
of, transfer or exchange of Securities, but the Company or the Trustee may require payment by the holder of a sum sufficient to cover
any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such
Securities (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6).


 


Neither the Company nor the Trustee nor any Registrar shall be required
to exchange, issue or register a transfer of (a) Securities of any Series for a period of fifteen calendar days next preceding date of
delivering of a notice of redemption of Securities of that Series selected for redemption, or (b) Securities of any Series or portions
thereof called for redemption, except for the unredeemed portion of any Securities of that Series being redeemed in part.


 


Section 2.8 Mutilated, Destroyed, Lost and Stolen
Securities.


 


If a mutilated Security is surrendered to the Registrar or if the Securityholder
of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate
a replacement Security of the same Series if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Securityholder
(i) satisfies the Company or the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful taking and
the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Company or the Trustee
prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected
purchaser”) and (iii) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such
Securityholder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Company, the Trustee, the Paying
Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Company and the Trustee may charge the
Securityholder for their expenses in replacing a Security. In case any Security which has matured or is about to mature or has been called
for redemption, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay
or authorize the payment of (without surrender thereof except in the case of a mutilated Security), as the case may be, if the applicant
for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security
or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection
with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, the Trustee
and, if applicable, any Paying Agent evidence to their satisfaction of the destruction, loss or theft of such Securities and of the ownership
thereof.


 


Every replacement Security of any Series issued pursuant to this Section
is an additional obligation of the Company.


 


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


 






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Section 2.9 Outstanding Securities.


 


The Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Registered
Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding.
A Security does not cease to be outstanding because the Company or an Affiliate holds the Security.


 


If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a protected purchaser.


 


If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities (or portions thereof) payable
on that date, and the Paying Agent is not prohibited from paying such money to the Securityholders of such Series on that date pursuant
to the terms of the Indenture, then on and after that date such Securities of the Series (or portions thereof) cease to be outstanding
and interest on them ceases to accrue.


 


In determining whether the Holders of the requisite principal amount
of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal
amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section
6.2.


 


Section 2.10 Treasury Securities.


 


In determining whether the Holders of the required principal amount
of Securities of a Series have concurred in any direction, waiver or consent, Securities of a Series owned by the Company, any other obligor
upon the Securities or an Affiliate of the Company or such other obligor shall be disregarded and deemed not to be outstanding, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent only Securities
of a Series that the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or
any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect
of any decision made by the Trustee in accordance with such advice. Upon written request of the Trustee, the Company shall furnish to
the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned or
held by or for the account of any of the above-described persons; and, subject to Sections 7.1 and 7.2, the Trustee shall be entitled
to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not
listed therein are outstanding for the purpose of any such determination.


 


Section 2.11 Temporary Securities.


 


Pending the preparation of Securities in certificated form, the Company
may execute and the Trustee or an authenticating agent appointed by the Trustee shall, upon a Company Order, authenticate and deliver
temporary Securities (printed, lithographed, typewritten, photocopied or otherwise produced). Temporary Securities shall be issuable in
any authorized denomination, and substantially in the form of the Securities in certificated form, but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every such temporary Security
shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially
the same manner, and with the same effect, as the Securities in certificated form. Without unreasonable delay, the Company will execute
and deliver to the Trustee or such authenticating agent Securities of the same Series in certificated form and thereupon any or all temporary
Securities may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.7 and the
Trustee or such authenticating agent shall authenticate and make available for delivery in exchange for such temporary Securities an equal
aggregate principal amount of Securities of the same Series in certificated form. Such exchange shall be made by the Company at its own
expense and without any charge therefor. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits
and subject to the same limitations under this Indenture as Securities of the same Series in certificated form authenticated and delivered
hereunder.


 






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Section 2.12 Cancellation.


 


The Company at any time may deliver Securities to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement
or cancellation and dispose of such canceled Securities in accordance with its customary procedure. The Company may not issue new Securities
to replace Securities that it has paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in
place of canceled Securities other than pursuant to the terms of this Indenture.


 


Section 2.13 Defaulted Interest.


 


If the Company defaults in a payment of interest on a Series of Securities,
it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Persons
who are Securityholders of the Series on a subsequent special record date. The Company shall fix or cause to be fixed any such special
record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver or cause to be delivered to each
Securityholder of the Series a notice that states the special record date, the payment date and the amount of defaulted interest to be
paid. The Company may pay defaulted interest in any lawful manner.


 


Section 2.14 Registered Global Securities.


 


2.14.1 Terms of Securities. A Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in
whole or in part in the form of one or more Registered Global Securities and the Depositary for such Registered Global Security or Securities.


 


2.14.2 Transfer and Exchange. Notwithstanding
any provisions to the contrary contained in Section 2.7 of the Indenture and in addition thereto, any Registered Global Security shall
be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depositary for
such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary
for such Registered Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act,
and, in either case, the Company fails to appoint a successor Depositary within 90 days of such event or (ii) the Company executes and
delivers to the Trustee an Officers’ Certificate to the effect that such Registered Global Security shall be so exchangeable. Any
Registered Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in
such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Registered
Global Security with like tenor and terms.


 


Except as provided in this Section 2.14.2, a Registered Global Security
may not be transferred except as a whole by the Depositary with respect to such Registered Global Security to a nominee of such Depositary,
by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such a successor Depositary.


 


2.14.3 Legend. Any Registered Global Security
issued hereunder shall bear a legend in substantially the following form:


 


“This Security is a Registered Global Security within the meaning
of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This Security
is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such a successor Depositary.”


 






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2.14.4 Acts of Holders. The Depositary,
as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action which a Holder is entitled to give or take under the Indenture.


 


2.14.5 Payments. Notwithstanding the other
provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of and interest, if
any, on any Registered Global Security shall be made to the Holder thereof.


 


2.14.6 Consents, Declaration and Directions.
Except as provided in Section 2.14.5, the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal amount
of outstanding Securities of such Series represented by a Registered Global Security as shall be specified in a written statement of the
Depositary with respect to such Registered Global Security, for purposes of obtaining any consents, declarations, waivers or directions
required to be given by the Holders pursuant to this Indenture.


 


Section 2.15 Computation of Interest.


 


Except as otherwise specified pursuant to Section 2.2 for Securities
of any Series, interest on the Securities of each Series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 2.16 CUSIP and ISIN Numbers.


 


The Company in issuing the Securities may use “CUSIP” and
“ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers
in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be
placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any changes to the CUSIP and ISIN numbers.


 






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ARTICLE
3

REDEMPTION


 


Section 3.1 Notice to Trustee.


 


The Company may, with respect to any Series of Securities, reserve
the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior
to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable
and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant
to the terms of such Securities, it shall notify the Trustee in writing of the redemption date and the principal amount of Series of Securities
to be redeemed. The Company shall give the notice at least 35 calendar days before the redemption date (or such shorter notice as may
be acceptable to the Trustee).


 


Section 3.2 Selection of Securities to be Redeemed.


 


Unless otherwise indicated for a particular Series by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee
shall select the Securities of the Series to be redeemed by lot or in such other manner as the Trustee shall deem appropriate. The Trustee
shall make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities of the Series that have denominations larger than $1,000. Securities of the Series and portions
of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in
other denominations pursuant to Section 2.2.10, the minimum principal denomination for each Series and integral multiples thereof. Provisions
of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called
for redemption.


 


Section 3.3 Notice of Redemption.


 


Unless otherwise indicated for a particular Series by Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date,
the Company shall provide a notice of redemption by electronic transmission or first-class mail to each Holder whose Securities are to
be redeemed and if any Bearer Securities are outstanding, publish on one occasion a notice in an Authorized Newspaper.


 


The notice shall identify the Securities of the Series to be redeemed
and shall state:


 


(a) the redemption date;


 


(b) the redemption price;


 


(c) the name and address of the Paying Agent;


 


(d) if less than all Securities of any Series are
to be redeemed, the identification of the particular Securities to be redeemed and the portion of the principal amount of any Security
to be redeemed in part;


 






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(e) that Securities of the Series called for redemption
must be surrendered to the Paying Agent to collect the redemption price;


 


(f) that interest on Securities of the Series called
for redemption ceases to accrue on and after the redemption date; and


 


(g) any other information as may be required by
the terms of the particular Series or the Securities of a Series being redeemed.


 


At the Company’s written request, the Trustee shall give the
notice of redemption in the Company’s name and at the Company’s expense and provided that the form and content of such notice
shall be prepared by the Company.


 


Section 3.4 Effect of Notice of Redemption.


 


Once notice of redemption is delivered or published as provided in
Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. A
notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price
plus accrued interest to the redemption date.


 


Section 3.5 Deposit of Redemption Price.


 


On or before the redemption date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 3.6 Securities Redeemed in Part.


 


Upon surrender of a Security that is redeemed in part, the Trustee
shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed
portion of the Security surrendered.


 






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ARTICLE
4

COVENANTS


 


Section 4.1 Payment of Principal and Interest.


 


The Company shall duly and punctually pay the principal of and interest,
if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture.


 


Section 4.2 SEC Reports.


 


The Company shall deliver (which delivery may be via electronic mail)
to the Trustee within 15 days after the filing by the Company with the SEC 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 SEC may by rules and regulations prescribe) which the Company
is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions
of TIA § 314(a).


 


Section 4.3 Compliance Certificate.


 


The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, a brief certificate from the principal executive officer, principal financial officer, principal
accounting officer or vice president or treasurer as to his or her knowledge of the Company’s compliance with all conditions and
covenants under this Indenture (which compliance shall be determined without regard to any period of grace or requirement of notice provided
under this Indenture) and, in the event of any Default, specifying each such Default and the nature and status thereof of which such Person
may have knowledge. Such certificates need not comply with Section 11.5 of this Indenture.


 


Section 4.4 Stay, Extension and Usury Laws.


 


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


 


Section 4.5 Corporate Existence.


 


Subject to Article V, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence and the rights (charter and statutory), licenses and franchises
of the Company; provided, however, that the Company shall not be required to preserve any such right, license or franchise, if the Board
of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its
Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders.


 


Section 4.6 Maintenance of Office or Agency.


 


The Company will maintain an office or agency in the Borough of Manhattan,
The City of New York, where the Securities of a Series may be surrendered for registration of transfer or exchange or for presentation
for payment and where notices and demands to or upon the Company in respect of the Securities of a Series and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not
designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office.


 






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The Company may also from time to time designate co-registrars and
one or more offices or agencies where the Securities of a Series may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


 


Section 4.7 Money For Securities Payments to be
Held in Trust.


 


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


 


Whenever the Company shall have one or more Paying Agents for the Securities
of any Series, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Securities,
deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming due, such
sums 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 shall promptly notify the Trustee of any failure by it so to act.


 


The Company shall cause each Paying Agent for the Securities of any
Series, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:


 


(a) hold all sums held by it for the payment of
the principal of and premium, if any, or interest, if any, on such Securities in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(b) give the Trustee notice of any failure by the
Company (or any other obligor upon such Securities) to make any payment of principal of or premium, if any, or interest, if any, on such
Securities; and


 


(c) at any time during the continuance of any such
failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish
to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums.


 






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The Company may at any time pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered
to the Trustee, in accordance with the provisions of Article 8; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.


 


Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, on any Security and remaining unclaimed
for two years after such principal and premium, if any, or interest, if any, has become due and payable shall be paid to the Company on
request of the Company, or, if then held by the Company, shall be discharged from such trust; and, upon such payment or discharge, the
Holder of such Security shall, as an unsecured general creditor and not as the Holder of an outstanding Security, look only to the Company
for payment of the amount so due and payable and remaining unpaid, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such payment to the Company, may at the expense of the Company cause to be published
once a week for two successive weeks, in each case on any day of the week, in an Authorized Newspaper in each Place of Payment, notice
that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be paid to the Company.


 


Section 4.8 Waiver of Certain Covenants.


 


Except as otherwise specified as contemplated by Section 2.2 for Securities
of such Series, the Company may, with respect to the Securities of any Series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant provided herein or pursuant to Section 2.2.19 or Section 9.1(c) for the benefit of the
Holders of such Series if before the time for such compliance the Holders of at least 50% in principal amount of the outstanding Securities
of such Series shall, by an Act of such Holders, either waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such wavier shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of such
term, provision or condition shall remain in full force and effect.


 






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ARTICLE
5

SUCCESSORS


 


Section 5.1 When Company May Merge, Etc.


 


The Company shall not consolidate with or merge into, or convey, transfer
or lease all or substantially all of its properties and assets to, any Person (a “successor person”), and may not permit any
Person to merge into, or convey, transfer or lease its properties and assets substantially as an entirety to, the Company, unless:


 


(a) either the Company shall be the continuing
corporation or the successor person (if other than the Company) is a corporation, partnership, trust or other entity organized and validly
existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes the Company’s
obligations on the Securities and under this Indenture; and


 


(b) immediately after giving effect to the transaction,
no Default or Event of Default, shall have occurred and be continuing.


 


The Company shall deliver to the Trustee prior to the consummation
of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed
transaction and such supplemental indenture comply with this Indenture.


 


Section 5.2 Successor Corporation Substituted.


 


The successor person formed by such consolidation or into which the
Company is merged or to which such transfer or lease is made shall succeed to and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such successor person had been named as the Company herein, and
thereafter (except in the case of a lease to another Person) the predecessor corporation shall be relieved of all obligations and covenants
under the Indenture and the Securities and, in the event of such conveyance or transfer, any such predecessor corporation may be dissolved
and liquidated.


 






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ARTICLE
6

DEFAULTS AND REMEDIES


 


Section 6.1 Events of Default.


 


“Event of Default,” wherever used herein with respect to
Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture or
Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default:


 


(a) a default in the payment of any interest on
any Security of that Series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire
amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30
days); provided that, a valid extension of an interest payment period by the Company in accordance with the terms of such Securities shall
not constitute a failure to pay interest; or


 


(b) a default in the payment of the principal of,
or premium, if any, on, any Security of that Series when due at its Maturity; or


 


(c) a default in the deposit of any sinking fund
payment, when and as due in respect of any Security of that Series; or


 


(d) a default, subject to the provisions in Section
4.8, in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty that
has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default continues uncured
for a period of 90 days after written notice shall have been given, to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in principal amount of the outstanding Securities of that Series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(e) 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,


 






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(iv) makes a general assignment for the
benefit of its creditors, or


 


(v) generally is unable to pay its debts
as the same become due; or


 


(f) a court of competent jurisdiction enters an
order or decree 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 60 days; or


 


(g) any other Event of Default provided with respect
to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate,
in accordance with Section 2.2.19.


 


The term “Bankruptcy Law” means title 11, U.S. Code or
any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.


 


Section 6.2 Acceleration of Maturity; Rescission
and Annulment.


 


If an Event of Default described in Section 6.1(a), (b) or (c) occurs
and is continuing, then, and in each and every such case, except for any series of Securities the principal of which 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 each
such affected series then outstanding hereunder (each such series voting as a separate class) by notice in writing to the Company (and
to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Discount Securities,
such portion of the principal amount as may be specified in the terms of such series) of all Securities of such series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately due and payable.


 


Except as otherwise provided in the terms of any series of Senior Securities
pursuant to Section 2.2, if an Event of Default described in Section 6.1(d) or (g) above with respect to all series of the Senior Securities
then outstanding, occurs and is continuing, then, and in each and every such case, unless the principal of all of the Senior Securities
shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all
of the Senior Securities then outstanding hereunder (treated as one class) by notice in writing to the Company (and to the Trustee if
given by Securityholders), may declare the entire principal (or, if the Senior Securities of any series are Discount Securities, such
portion of the principal amount as may be specified in the terms of such series) of all of the Senior Securities then outstanding, and
the interest accrued thereon, if any, to be due and payable immediately, and upon such declaration, the same shall become immediately
due and payable. If an Event of Default described in clause (e) or (f) above occurs and is continuing, then the principal amount of all
the Senior Securities then outstanding, and the interest accrued thereon, if any, shall become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.


 






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Except as otherwise provided in the terms of any series of Subordinated
Securities pursuant to Section 2.2, if an Event of Default described in Section 6.1 (d) or (g) above with respect to all series of Subordinated
Securities then outstanding, occurs and is continuing, then, and in each and every such case, unless the principal of all of the Subordinated
Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount
of all of the Subordinated Securities then outstanding hereunder (treated as one class) by notice in writing to the Company (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if the Subordinated Securities of any series are Discount
Securities, such portion of the principal amount as may be specified in the terms of such series) of all of the Subordinated Securities
then outstanding, and the interest accrued thereon, if any, to be due and payable immediately, and upon such declaration, the same shall
become immediately due and payable.


 


If an Event of Default described in Section 6.1 (d) or (g) occurs and
is continuing, which Event of Default is with respect to less than all series of Senior Securities then outstanding, then, and in each
and every such case, except for any series of Senior Securities the principal of which shall have already become due and payable, either
the Trustee or the Holders of not less than 25% in aggregate principal amount of the Senior Securities of each such affected series then
outstanding hereunder (each such series voting as a separate class) by notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series) of all Securities of such series, and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately due and payable.


 


If an Event of Default described in Section 6.1(d) or (g) occurs and
is continuing, which Event of Default is with respect to less than all series of Subordinated Securities then outstanding, then, and in
each and every such case, except for any series of Subordinated Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Subordinated Securities of each such affected
series then outstanding hereunder (each such series voting as a separate class) by notice in writing to the Company (and to the Trustee
if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all Securities of such series, and the interest accrued thereon,
if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately due and payable.


 


If an Event of Default specified in Section 6.1(e) or (f) shall occur,
the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto
become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.


 






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


 


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


 


(i) all overdue interest, if any, on
all Securities of that Series,


 


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


 


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


 


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


 


and


 


(b) all Events of Default with respect to Securities
of that Series, other than the non-payment of the principal of Securities of that Series which have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 6.13.


 


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


 


Section 6.3 Collection of Indebtedness and Suits
for Enforcement by Trustee.


 


The Company covenants that if


 


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


 


(b) default is made in the payment of principal
of any Security when due at the Maturity thereof, or


 


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


 






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If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor
upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities, wherever situated.


 


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


 


Section 6.4 Trustee May File Proofs of Claim.


 


In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor
upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered,
by intervention in such proceeding or otherwise,


 


(a) to file and prove a claim for the whole amount
of principal and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and


 


(b) to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same,


 


and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.7.


 


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


 






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Section 6.5 Trustee May Enforce Claims Without
Possession of Securities.


 


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


 


Section 6.6 Application of Money Collected.


 


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


 


First: To the payment of all amounts due the Trustee under Section
7.7; and


 


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


 


Third: To the Company.


 


Section 6.7 Limitation on Suits.


 


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


 


(a) such Holder has previously given written notice
to the Trustee of an Event of Default and the continuance thereof with respect to the Securities of that Series;


 


(b) the Holders of not less than 25% in principal
amount of the outstanding Securities of that Series shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


(e) no direction inconsistent with such written
request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Securities
of that Series;


 






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it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.


 


Section 6.8 Unconditional Right of Holders to
Receive Principal and Interest.


 


Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on
such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption
date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such
Holder.


 


Section 6.9 Restoration of Rights and Remedies.


 


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


 


Section 6.10 Rights and Remedies Cumulative.


 


Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


Section 6.11 Delay or Omission Not Waiver.


 


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


 






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Section 6.12 Control by Holders.


 


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


 


(a) such direction shall not be in conflict with
any rule of law or with this Indenture,


 


(b) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction, and


 


(c) subject to the provisions of Section 6.1, the
Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Trust Officer of the Trustee,
determine that the proceeding so directed would involve the Trustee in personal liability.


 


Section 6.13 Waiver of Past Defaults.


 


The Holders of not less than a majority in principal amount of the
outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder
with respect to such Series and its consequences, except a Default in the payment of the principal of or interest on any Security of such
Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind
an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of
this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 6.14 Undertaking for Costs.


 


All parties to this Indenture agree, and each Holder of any Security
by his 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, suffered 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 Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities
expressed in such Security (or, in the case of redemption, on the redemption date).


 






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ARTICLE
7

TRUSTEE


 


Section 7.1 Duties of Trustee.


 


(a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise 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 Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.


 


(b) Except during the continuance of an Event of
Default:


 


(i) the Trustee need perform only those
duties that are specifically set forth in this Indenture and no other implied covenants or obligations shall be read into this Indenture
against the Trustee; and


 


(ii) in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, the Trustee shall examine
such certificates and opinions to determine whether or not they conform to the requirements of this Indenture.


 


(c) The Trustee may not be relieved from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:


 


(i) this paragraph does not limit the
effect of paragraph (b) of this Section;


 


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


 


(iii) the Trustee shall not be liable
with respect to any action it takes or omits to take with respect to Securities of any Series in good faith in accordance with the direction
of the Holders of a majority in principal amount of the outstanding Securities of such Series.


 


(d) Every provision of this Indenture that in any
way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section.


 


(e) The Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree in writing with the Company.


 


(f) Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by law.


 






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(g) No provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk is not reasonably assured to it.


 


(h) Every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section
and to the provisions of the TIA.


 


Section 7.2 Rights of Trustee.


 


(a) The Trustee may rely on any document believed
by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated
in the document.


 


(b) Before the Trustee acts or refrains from acting,
it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.


 


(c) The Trustee may act through agents and shall
not be responsible for the misconduct or negligence of any agent appointed with due care.


 


(d) The Trustee shall not be liable for any action
it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.


 


(e) The Trustee may consult with counsel, and the
advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization
and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with
the advice or opinion of such counsel.


 


(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, debenture, note or other paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit.


 


(g) 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 which may be incurred therein or thereby.


 


(h) The rights, privileges, protections, immunities
and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable
by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.


 


(i) The Trustee may request that the Company deliver
an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.


 


(j) The permissive rights of the Trustee enumerated
herein shall not be construed as duties.


 






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Section 7.3 Individual Rights of Trustee.


 


The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11.


 


Section 7.4 Trustee’s Disclaimer.


 


The Trustee shall not be responsible and makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds
from the Securities, and it shall not be responsible for any statement in the Securities or in any document issued in connection with
the sale of the Securities or in the Securities other than its certificate of authentication.


 


Section 7.5 Notice of Defaults.


 


If a Default or Event of Default occurs and is continuing with respect
to the Securities of any Series and if it is known to a Trust Officer of the Trustee, the Trustee shall deliver to each Securityholder
of the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice
of a Default or Event of Default within 90 days after it occurs or 30 days after it is known to a Trust Officer or written notice of it
is received by the Trustee. Except in the case of a Default or Event of Default in payment of principal, premium, if any, of or interest
on any Security of any Series or in payment of any redemption obligation, the Trustee may withhold the notice if and so long as its corporate
trust committee or a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Securityholders
of that Series.


 


Section 7.6 Reports by Trustee to Holders.


 


As promptly as practicable after each May 15, and in any event prior
to July 15 in each year, the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register
kept by the Registrar and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper, a brief report dated as of May
15, each year as and if required by TIA § 313(a) if and to the extent required by such subsection. The Trustee shall also comply
with TIA § 313(b) and TIA § 313(c).


 


A copy of each report at the time of its mailing to Securityholders
of any Series shall be filed with the SEC and each stock exchange (if any) on which the Securities of that Series are listed. The Company
shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange and of any delisting thereof.


 






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Section 7.7 Compensation and Indemnity.


 


The Company shall pay to the Trustee from time to time such compensation
as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall
include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts.
The Company shall indemnify the Trustee, and hold it harmless, against any and all loss, liability or expense (including reasonable attorneys’
fees) incurred by or in connection with the offer and sale of the Securities or the administration of this trust and the performance of
its duties hereunder. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual
knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company of its indemnity obligations
hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense
in the defense. Such indemnified parties may have separate counsel and the Company shall pay the fees and expenses of such counsel; provided,
however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and,
in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Company and such parties in connection
with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified
party through such party’s own willful misconduct and negligence.


 


To secure the Company’s payment obligations in this Section,
the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee other than
money or property held in trust to pay principal of and interest and any liquidated damages on particular Securities of that Series.


 


The Company’s payment obligations pursuant to this Section shall
survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the
resignation or removal of the Trustee.


 


When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.1(f) or (g) occurs, the expenses and the compensation for the services are intended to constitute expenses
of administration under any Bankruptcy Law.


 


Section 7.8 Replacement of Trustee.


 


The Trustee may resign with respect to the Securities of one or more
Series at any time by so notifying the Company. The Holders of a majority in principal amount of the Securities of any Series may remove
the Trustee with respect to that Series by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee with respect to Securities of one or more Series if:


 


(a) the Trustee fails to comply with Section 7.10;


 


(b) the Trustee is adjudged bankrupt or insolvent;


 


(c) a receiver or other public officer takes charge
of the Trustee or its property; or


 


(d) the Trustee otherwise becomes incapable of
acting.


 






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If the Trustee resigns, is removed by the Company or by the Holders
of a majority in principal amount of the Securities of any Series and such Securityholders do not reasonably promptly appoint a successor
Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring
Trustee), the Company shall promptly appoint a successor Trustee.


 


A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is
acting as Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to each Securityholder of each such
Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7.


 


If a successor Trustee with respect to the Securities of any one or
more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders
of 10% in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment
of a successor Trustee.


 


If the Trustee with respect to the Securities of any one or more Series
fails to comply with Section 7.10, any Securityholder of the applicable Series may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


Notwithstanding the replacement of the Trustee pursuant to this Section,
the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee


 


Section 7.9 Successor Trustee by Merger, etc.


 


If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving
or transferee corporation without any further act shall be the successor Trustee.


 


In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee with respect to the Securities of any one or more Series shall succeed to the trusts created by this Indenture
any of the Securities of the applicable Series shall have been authenticated but not delivered, any such successor to such Trustee may
adopt the certificate of authentication of any predecessor trustee, and deliver such Securities of the applicable Series so authenticated;
and in case at that time any of the Securities of such Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in the Securities of such Series or in this Indenture provided
that the certificate of the Trustee shall have.


 






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Section 7.10 Eligibility; Disqualification.


 


The Trustee shall at all times satisfy the requirements of TIA §
310(a). The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation
of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 


Section 7.11 Preferential Collection of Claims
Against Company.


 


The Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated.


 


ARTICLE
8

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.1 Satisfaction and Discharge of Indenture.


 


This Indenture, with respect to Securities of any Series (if all Series
issued under this Indenture are not to be effected) shall, upon Company Order, cease to be of further effect (except as hereinafter provided
in this Section 8.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when


 


(a) either


 


(i) all Securities of such Series theretofore
authenticated and delivered (other than (A) Securities that have been destroyed, lost or stolen and that have been replaced or paid or
(B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Sections 2.5 and 4.7) have been delivered to the Trustee for cancellation;
or


 


(ii) all such Securities of such Series
not theretofore delivered to the Trustee for cancellation:


 


(1) have become due and payable, or


 


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


 


(3) are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, or


 


(4) are deemed paid and discharged pursuant
to Section 8.3, as applicable;


 


and the Company, in the case of (1), (2) or (3) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the
entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and
interest on, and any mandatory sinking fund payments to the date of such deposit (in the case of Securities of such Series which have
become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


 






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


 


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


 


Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.7, and, if money shall have been deposited with the Trustee pursuant to clause
(a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 4.7 (last paragraph only), 8.1, 8.2 and 8.5 shall survive.


 


Section 8.2 Application of Trust Funds; Indemnification.


 


(a) Subject to the provisions of Section 8.5, all
money deposited with the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations or Foreign Government Obligations
deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations
or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and interest
for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Sections 8.3 or 8.4.


 


(b) The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations
deposited pursuant to Sections 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable
by or on behalf of Holders.


 


(c) The Trustee shall deliver or pay to the Company
from time to time upon Company Request any U.S. Government Obligations or Foreign Government Obligations or money held by it as provided
in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in
a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required
to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations
held under this Indenture.


 


Section 8.3 Legal Defeasance of Securities of
any Series.


 


Unless this Section 8.3 is otherwise specified, pursuant to Section
2.2.24, to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Securities of such Series on the date of the deposit referred to in subparagraph (d) hereof, and the provisions
of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the
expense of the Company, shall, at Company Request, execute proper instruments acknowledging the same), except as to:


 


(a) the rights of Holders of Securities of such
Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment of
principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal
or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which
such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series;


 






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(b) the provisions of Sections 2.4, 2.7, 2.8, 8.2,
8.3 and 8.5; and


 


(c) the rights, powers, trust and immunities of
the Trustee hereunder;


 


provided that, the following conditions shall have been satisfied:


 


(d) the Company shall have deposited or caused
to be deposited irrevocably with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged
as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated
in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government
Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money
and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in accordance with their
terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before
the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal
(including mandatory sinking fund or analogous payments) of and interest, if any, on all the Securities of such Series on the dates such
installments of interest or principal are due;


 


(e) such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by
which it is bound;


 


(f) no Default or Event of Default with respect
to the Securities of such Series shall have occurred and be continuing on the date of such deposit;


 


(g) the Company shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel from a nationally recognized law firm to the effect that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture,
there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the
same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;


 






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(h) the Company shall have delivered to the Trustee
an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities
of such Series over any other creditors of the company or with the intent of defeating, hindering, delaying or defrauding any other creditors
of the Company;


 


(i) such deposit shall not result in the trust
arising from such deposit constituting an investment company (as defined in the Investment Company Act of 1940, as amended), or such trust
shall be qualified under such Act or exempt from regulation thereunder; and


 


(j) the Company shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance
contemplated by this Section 8.3 have been complied with.


 


Section 8.4 Covenant Defeasance.


 


Unless this Section 8.4 is otherwise specified pursuant to Section
2.2.24 to be inapplicable to Securities of any Series, on and after the date of the deposit referred to in subparagraph (a) hereof, the
Company may omit to comply with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5 and 5.1 as well as any additional
covenants contained in a supplemental indenture hereto for a particular Series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.2.24 (and the failure to comply with any such covenants shall not constitute a Default or
Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not constitute a Default
or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:


 


(a) with reference to this Section 8.4, the Company
has deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such
Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States)
and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite
currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in accordance
with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than
one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and interest,
if any, on and any mandatory sinking fund in respect of the Securities of such Series on the dates such installments of interest or principal
are due;


 






    39


     


    

 


(b) such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by
which it is bound;


 


(c) no Default or Event of Default with respect
to the Securities of such Series shall have occurred and be continuing on the date of such deposit;


 


(d) the Company shall have delivered to the Trustee
an Opinion of Counsel from a nationally recognized law firm confirming that Holders of the Securities of such Series will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;


 


(e) the Company shall have delivered to the Trustee
an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities
of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors
of the Company; and


 


(f) the Company shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the
defeasance contemplated by this Section 8.4 have been complied with.


 


Section 8.5 Repayment to Company.


 


The Trustee and the Paying Agent shall promptly pay to the Company
(or its designee) upon Company Order any excess moneys or U.S. Government Obligations held by them at any time. The provisions of the
last paragraph of Section 4.7 shall apply to any money held by the Trustee or any Paying Agent that remains unclaimed for two years after
the Maturity of any Series or Securities for which money or U.S. Government Obligations have been deposited pursuant to Sections 8.3 and
8.4.


 


Section 8.6 Effect of Subordination Provisions.


 


Unless otherwise expressly established pursuant to Section 2.2 with
respect to the Subordinated Securities of any Series, the provisions of Article 10 hereof, insofar as they pertain to the Subordinated
Securities of such series, and the Subordination Provisions established pursuant to Section 2.2.9 with respect to such Series, are hereby
expressly made subject to the provisions for satisfaction and discharge and defeasance and covenant defeasance set for this Article 8
and, anything herein to the contrary notwithstanding, upon the effectiveness of such satisfaction and discharge and defeasance and covenant
defeasance pursuant to this Article 8 with respect to the Securities of such Series, such Securities shall thereupon cease to be so subordinated
and shall no longer be subject to the provisions of Article 10 or the Subordination Provisions established pursuant to Section 2.2.9 with
respect to such series and, without limitation to the foregoing, all moneys, U.S. Government Obligations and other securities or property
deposited with the Trustee (or other qualifying trustee) in trust in connection with such satisfaction and discharge, defeasance or covenant
defeasance, as the case may be, and all proceeds therefrom may be applied to pay the principal of, premium, if any, on, and mandatory
sinking fund payments, if any with respect to the Securities of such Series as and when the same shall become due and payable notwithstanding
the provisions of Article 10 or such Subordination Provisions.


 






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ARTICLE
9

AMENDMENTS AND WAIVERS


 


Section 9.1 Without Consent of Holders.


 


The Company and the Trustee may amend or supplement this Indenture
or the Securities of one or more Series without the consent of any Securityholder:


 


(a) to convey, transfer, assign, mortgage or pledge
to the Trustee as security for the Securities of one or more Series any property or assets;


 


(b) to comply with Article V;


 


(c) to add to the covenants of the Company such
further covenants, restrictions, conditions or provisions as the Company and the Trustee shall consider to be for the protection of the
Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture
as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case
of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the
Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities
of such series to waive such an Event of Default;


 


(d) add a guarantor or permit any Person to guarantee
the obligations under any Series of Securities;


 


(e) to cure any ambiguity, mistake, defect or inconsistency;


 


(f) to provide for the issuance of and establish
the form and terms and conditions of Securities of any Series as permitted by this Indenture;


 


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


 


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


 


(i) to make any change that does not materially
adversely affect the rights of any Securityholder; and


 


(j) to comply with requirements of the SEC in order
to effect or maintain the qualification of this Indenture under the TIA.


 






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Section 9.2 With Consent of Holders.


 


The Company and the Trustee may enter into a supplemental indenture
with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected
by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of
such Series), 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 the rights of the Securityholders of each such Series. Except as provided
in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such
waiver by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of
such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series.


 


It shall not be necessary for the consent of the Holders of Securities
under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if
such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company
shall deliver to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on
one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company
to deliver or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture or waiver.


 


Section 9.3 Limitations.


 


Without the consent of each Securityholder affected, an amendment or
waiver may not:


 


(a) extend the final maturity of any Security;


 


(b) reduce the principal amount thereof, or premium
thereon, if any;


 


(c) reduce the rate or extend the time of payment
of interest thereon,


 


(d) reduce any amount payable on redemption thereof;


 


(e) make the principal thereof (including any amount
in respect of original issue discount), or premium thereon, if any, or interest thereon payable in any coin or currency other than that
provided in the Securities or in accordance with the terms thereof;


 






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(f) reduce the amount of the principal of a Discount
Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.2 or the amount thereof provable
in bankruptcy pursuant to Section 6.4;


 


(g) in the case of Subordinated Securities of any
series, modify any of the Subordination Provisions or the definition of “Senior Indebtedness” relating to such series in a
manner adverse to the holders of such Subordinated Securities;


 


(h) alter the provisions of Section 11.15 or 11.16;


 


(i) impair or affect the right of any Securityholder
to institute suit for the payment thereof when due or, if the Securities provide therefor, any right of repayment at the option of the
Securityholder;


 


(j) reduce the aforesaid percentage of Securities
of any Series, the consent of the Holders of which is required for any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture; or


 


(k) modify any provision of this Section 9.3.


 


Section 9.4 Compliance with Trust Indenture Act.


 


Every amendment to this Indenture or the Securities of one or more
Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect.


 


Section 9.5 Revocation and Effect of Consents.


 


Until an amendment or waiver becomes effective, a consent to it by
a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such
Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective.


 


Any amendment or waiver once effective shall bind every Securityholder
of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (g) of Section 9.3.
In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s Security.


 


The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or
permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph,
those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled
to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be
Securityholders after such record date.


 






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Section 9.6 Notation on or Exchange of Securities.


 


The Trustee may place an appropriate notation about an amendment or
waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the
Trustee shall authenticate upon written request new Securities of that Series that reflect the amendment or waiver.


 


Section 9.7 Trustee Protected.


 


In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that
the Trustee need not sign any supplemental indenture that adversely affects its rights.


 


ARTICLE
10

SUBORDINATION OF SECURITIES


 


Section 10.1 Agreement to Subordinate.


 


The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of Subordinated Securities of any Series by his acceptance thereof, likewise covenants and agrees, that the payment
of the principal of (and premium, if any) and interest, if any, on, and mandatory sinking fund payments, if any, in respect of each and
all of the Subordinated Securities of such series shall be expressly subordinated, to the extent and in the manner provided in the Subordination
Provisions established with respect to the Subordinated Securities of such Series pursuant to Section 2.2.9 hereof, in right of payment
to the prior payment in full of all Senior Debt with respect to such Series.


 


ARTICLE
11

MISCELLANEOUS


 


Section 11.1 Trust Indenture Act Controls.


 


If any provision of this Indenture limits, qualifies, or conflicts
with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall
control.


 


Section 11.2 Notices.


 


Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in person or mailed by first-class mail:


 


if to the Company:


 


Hall of Fame Resort & Entertainment Company

2626 Fulton Drive NW

Canton, OH 44718


 


Attention: [NAME]


 


if to the Trustee:


 


[TRUSTEE]

[ADDRESS]

Attention: [NAME]


 


The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.


 






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Any notice or communication to a Securityholder shall be provided by
electronic transmission or by first-class mail to his address shown on the register kept by the Registrar and, if any Bearer Securities
are outstanding, published in an Authorized Newspaper. Failure to provide a notice or communication to a Securityholder of any Series
or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other Series.


 


If a notice or communication is provided or published in the manner
provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it.


 


If the Company provides a notice or communication to Securityholders,
it shall provide a copy to the Trustee and each Agent at the same time.


 


In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice by the Company when such notice is required to be given pursuant to any provision
of this Indenture, then any manner of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient
giving of such notice.


 


Section 11.3 Communication by Holders with Other
Holders.


 


Securityholders of any Series may communicate pursuant to TIA §
312(b) with other Securityholders of that Series or any other Series with respect to their rights under this Indenture or the Securities
of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).


 


Section 11.4 Certificate and Opinion as to Conditions
Precedent.


 


Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:


 


(a) an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with; and


 


(b) an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied
with.


 






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Section 11.5 Statements Required in Certificate
or Opinion.


 


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


 


(a) a statement that the person making such certificate
or opinion has read such covenant or condition;


 


(b) 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;


 


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


 


(d) a statement as to whether or not, in the opinion
of such person, such condition or covenant has been complied with.


 


Section 11.6 Rules by Trustee and Agents.


 


The Trustee may make reasonable rules for action by or a meeting of
Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 11.7 Legal Holidays.


 


Unless otherwise provided by Board Resolution, Officers’ Certificate
or supplemental indenture for a particular Series, a “Legal Holiday” is a Saturday, Sunday or a day on which banking institutions
in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of such Security, are not
required by any applicable law or regulation to be open, and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.


 


Section 11.8 No Recourse Against Others.


 


No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor, either directly
or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the
Securities and the coupons, if any, appertaining thereto by the Holders thereof and as part of the consideration for the issue of the
Securities and the coupons, if any, appertaining thereto.


 






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Section 11.9 Counterparts.


 


This Indenture may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.


 


Section 11.10 Governing Laws; Waiver of Jury Trial.


 


THIS INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT
UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE,
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND
RULES 327(b).


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 11.11 No Adverse Interpretation of Other
Agreements.


 


This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 11.12 Successors.


 


All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.


 


Section 11.13 Severability.


 


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


 


Section 11.14 Table of Contents, Headings, Etc.


 


The Table of Contents, Cross Reference Table, and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall
in no way modify or restrict any of the terms or provisions hereof.


 


Section 11.15 Securities in a Foreign Currency or in ECU.


 


Unless otherwise specified in a Board Resolution, a supplemental indenture
hereto or an Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount
of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding
Securities of any Series which are denominated in a coin or currency other than Dollars (including ECUs), then the principal amount of
Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars
that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 11.15, “Market Exchange
Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve
Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission
of the European Union (or any successor thereto) as published in the Official Journal of the European Union (such publication or any successor
publication, the “Journal”). If such Market Exchange Rate is not available for any reason with respect to such currency, the
Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or,
in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the
case of ECUs, rates of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question
or, in the case of ECUs, in Luxembourg or such other quotations or, in the case of ECUs, rates of exchange as the Trustee, upon consultation
with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount
in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities
pursuant to the terms of this Indenture.


 


All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Company and
all Holders.


 






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Section 11.16 Judgment Currency.


 


The Company agrees, to the fullest extent that it may effectively do
so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect
of the principal of or interest or other amount on the Securities of any Series (the “Required Currency”) into a currency
in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on
the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and
(b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender,
any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause
of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any
other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday,
Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive
order to close.


 


Section 11.17 Acts of Holders.


 


(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount
of the Securityholders of any or all Series may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it
is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “ACT” of the Holders signing such instrument or instruments and
so voting at any such meeting. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Sections 7.1 and 7.2) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 11.17.


 


(b) Subject to Sections 7.1 and 7.2, the execution
of any instrument by a Securityholder or his agent or proxy may be proved in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Registered Securities shall
be proved by the Security register or by a certificate of the registrar thereof.


 


(c) The Company, the Trustee and any agent of the
Company or the Trustee may deem and treat the person in whose name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership
or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of
this Indenture, interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company
or the Trustee shall be affected by any notice to the contrary. The Company, the Trustee and any agent of the Company or the Trustee may
treat the Holder of any Bearer Security as the absolute owner of such Bearer Security (whether or not such Bearer Security shall be overdue)
for the purpose of receiving payment thereof or on account thereof and for all other purposes, and neither the Company, the Trustee, nor
any agent of the Company or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person,
or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Bearer Security.


 


(d) At any time prior to (but not after) the evidencing
to the Trustee, as provided in this Section 11.17, of the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder
of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders
of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided
in this Article, 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 Securities
issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities
of any or all series, as the case may be, 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 affected by such action.


 






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ARTICLE
12

SINKING FUNDS


 


Section 12.1 Applicability of Article.


 


The provisions of this Article shall be applicable to any sinking fund
for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued
pursuant to this Indenture.


 


The minimum amount of any sinking fund payment provided for by the
terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment” and any other amount provided
for by the terms of Securities of such 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
12.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities
of such Series.


 


Section 12.2 Satisfaction of Sinking Fund Payments
with Securities.


 


The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding
Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory
sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which
have been redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory
sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms
of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee,
together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the 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.
If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 12.2, the principal amount of
Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need
not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee
or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being
held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company
having an unpaid principal amount equal to the cash payment required to be released to the Company.


 


Section 12.3 Redemption of Securities for Sinking
Fund.


 


Not less than 45 days (unless otherwise indicated in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking fund
payment date for any Series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount
of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities
of that Series pursuant to Section 12.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated
in the Board Resolution, Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) 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 3.2 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 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 3.4, 3.5 and 3.6.


 









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


 


	 	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
	 	 	 
	 	By:	                         
	 	Name:	 
	 	Its:	 
	 	 	 
	 	[TRUSTEE]
	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 



 


 


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