Exhibit 4.2


 


LOGIQ, INC.


 


as the Issuer.


 


and


 


 






 


as the Trustee.


 


INDENTURE


 


Dated as of ●
●, 202●


 




     


     


    


 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	Article One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1
	Section 1.01	 	Definitions	 	1
	Section 1.02	 	Compliance Certificates and Opinions	 	10
	Section 1.03	 	Form of Documents Delivered to Trustee	 	11
	Section 1.04	 	Acts of Holders	 	12
	Section 1.05	 	Notices, etc. to Trustee and Company	 	13
	Section 1.06	 	Notice to Holders; Waiver	 	14
	Section 1.07	 	Effect of Headings and Table of Contents	 	15
	Section 1.08	 	Successors and Assigns	 	15
	Section 1.09	 	Severability Clause	 	15
	Section 1.10	 	Benefits of Indenture	 	15
	Section 1.11	 	Governing Law	 	15
	Section 1.12	 	Legal Holidays	 	15
	Section 1.13	 	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	 	16
	Section 1.14	 	Conversion of Currency	 	16
	Section 1.15	 	Currency Equivalent	 	17
	Section 1.16	 	Conflict with Trust Indenture Legislation	 	17
	Section 1.17	 	Incorporators, Shareholders, Officers and Directors of the Company Exempt from Individual Liability	 	17
	 	 	 	 	
	Article Two SECURITIES FORMS	 	18
	Section 2.01	 	Forms Generally	 	18
	Section 2.02	 	Form of Trustee’s Certificate of Authentication	 	18
	Section 2.03	 	Securities Issuable in Global Form	 	19
	 	 	 	 	 
	Article Three THE SECURITIES	 	20
	Section 3.01	 	Amount Unlimited; Issuable in Series	 	20
	Section 3.02	 	Denominations	 	23
	Section 3.03	 	Execution, Authentication, Delivery and Dating	 	23
	Section 3.04	 	Temporary Securities	 	25
	Section 3.05	 	Registration, Registration of Transfer and Exchange	 	27
	Section 3.06	 	Mutilated, Destroyed, Lost and Stolen Securities	 	31
	Section 3.07	 	Payment of Principal; Premium; Interest; Interest Rights Preserved; Optional Interest Reset	 	31
	Section 3.08	 	Optional Extension of Stated Maturity	 	34
	Section 3.09	 	Persons Deemed Owners	 	35
	Section 3.10	 	Cancellation	 	35
	Section 3.11	 	Computation of Interest	 	36
	Section 3.12	 	Currency of Payments in Respect of Securities	 	36
	 	 	 	 	 
	Article Four SATISFACTION AND DISCHARGE	 	36
	Section 4.01	 	Satisfaction and Discharge of Indenture	 	36
	Section 4.02	 	Application of Trust Money	 	37



 






    i 


     


    

 


	Article Five SUBORDINATION OF THE SECURITIES	 	37
	Section 5.01	 	Agreement to Subordinate	 	37
	Section 5.02	 	Distribution on Insolvency or Winding-Up	 	38
	Section 5.03	 	Subrogation of the Securities	 	39
	Section 5.04	 	No Payment to Holders if Senior Indebtedness Due or in Default or Commencement of Proceedings	 	39
	Section 5.05	 	Payment of Securities Permitted	 	40
	Section 5.06	 	Subordination Not to be Impaired	 	41
	Section 5.07	 	Obligations Created by Article 5	 	41
	Section 5.08	 	No Set-Off	 	41
	Section 5.09	 	Amendments to Article 5	 	41
	Section 5.10	 	Authorization to Trustee to Effect Subordination	 	42
	 	 	 	 	 
	Article Six REMEDIES	 	42
	Section 6.01	 	Events of Default	 	42
	Section 6.02	 	Acceleration of Maturity; Rescission and Annulment	 	44
	Section 6.03	 	Collection of Debt and Suits for Enforcement by Trustee	 	45
	Section 6.04	 	Trustee May File Proofs of Claim	 	45
	Section 6.05	 	Trustee May Enforce Claims Without Possession of Securities	 	46
	Section 6.06	 	Application of Money Collected	 	46
	Section 6.07	 	Limitation on Suits	 	46
	Section 6.08	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	47
	Section 6.09	 	Restoration of Rights and Remedies	 	47
	Section 6.10	 	Rights and Remedies Cumulative	 	48
	Section 6.11	 	Delay or Omission Not Waiver	 	48
	Section 6.12	 	Control by Holders	 	48
	Section 6.13	 	Waiver of Past Defaults	 	48
	Section 6.14	 	Waiver of Stay or Extension Laws	 	49
	Section 6.15	 	Undertaking for Costs	 	49
	 	 	 	 	 
	Article Seven THE TRUSTEE	 	49
	Section 7.01	 	Notice of Defaults	 	49
	Section 7.02	 	Certain Duties and Responsibilities of Trustee	 	50
	Section 7.03	 	Certain Rights of Trustee	 	51
	Section 7.04	 	Trustee Not Responsible for Recitals or Issuance of Securities	 	52
	Section 7.05	 	May Hold Securities	 	52
	Section 7.06	 	Money Held in Trust	 	52
	Section 7.07	 	Compensation and Reimbursement	 	52
	Section 7.08	 	Corporate Trustee Required; Eligibility	 	53
	Section 7.09	 	Resignation and Removal; Appointment of Successor	 	54
	Section 7.10	 	Acceptance of Appointment by Successor	 	55
	Section 7.11	 	Merger, Conversion, Consolidation or Succession to Business	 	56
	Section 7.12	 	Appointment of Authenticating Agent	 	57
	Section 7.13	 	Reserved	 	59
	Section 7.14	 	Other Rights of the Trustee	 	59
	Section 7.15	 	Third Party Interests	 	60
	 	 	 	 	 
	Article Eight HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	61
	Section 8.01	 	Company to Furnish Trustee Names and Addresses of Holders	 	61
	Section 8.02	 	Preservation of List of Names and Addresses of Holders	 	61
	Section 8.03	 	Disclosure of Names and Addresses of Holders	 	61
	Section 8.04	 	Reports by Trustee	 	61
	Section 8.05	 	Reports by the Company	 	62



 






    ii


    


    

 





	Article Nine CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	62
	Section 9.01	 	Company May Consolidate, etc., only on Certain Terms	 	62
	Section 9.02	 	Successor Person Substituted	 	63
	 	 	 	 	
	Article Ten SUPPLEMENTAL INDENTURES	 	63
	Section 10.01	 	Supplemental Indentures Without Consent of Holders	 	63
	Section 10.02	 	Supplemental Indentures with Consent of Holders	 	65
	Section 10.03	 	Execution of Supplemental Indentures	 	66
	Section 10.04	 	Effect of Supplemental Indentures	 	66
	Section 10.05	 	Conformity with Trust Indenture Legislation	 	66
	Section 10.06	 	Reference in Securities to Supplemental Indentures	 	66
	Section 10.07	 	Notice of Supplemental Indentures	 	66
	 	 	 	 	 
	Article Eleven COVENANTS	 	66
	Section 11.01	 	Payment of Principal, Premium, if any, and Interest	 	66
	Section 11.02	 	Maintenance of Office or Agency	 	67
	Section 11.03	 	Money for Securities Payments to Be Held in Trust	 	68
	Section 11.04	 	Statement as to Compliance	 	69
	Section 11.05	 	Additional Amounts	 	69
	Section 11.06	 	Payment of Taxes and Other Claims	 	70
	Section 11.07	 	Corporate Existence	 	70
	Section 11.08	 	Waiver of Certain Covenants	 	70
	 	 	 	 	 
	Article Twelve REDEMPTION OF SECURITIES	 	71
	Section 12.01	 	Applicability of Article	 	71
	Section 12.02	 	Election to Redeem; Notice to Trustee	 	71
	Section 12.03	 	Selection by Trustee of Securities to Be Redeemed	 	71
	Section 12.04	 	Notice of Redemption	 	72
	Section 12.05	 	Deposit of Redemption Price	 	73
	Section 12.06	 	Securities Payable on Redemption Date	 	73
	Section 12.07	 	Securities Redeemed in Part	 	74
	Section 12.08	 	Tax Redemption	 	74
	 	 	 	 	 
	Article Thirteen SINKING FUNDS	 	74
	Section 13.01	 	Applicability of Article	 	74
	Section 13.02	 	Satisfaction of Sinking Fund Payments with Securities	 	75
	Section 13.03	 	Redemption of Securities for Sinking Fund	 	75
	 	 	 	 	 
	Article Fourteen REPAYMENT AT OPTION OF HOLDERS	 	76
	Section 14.01	 	Applicability of Article	 	76
	Section 14.02	 	Repayment of Securities	 	76
	Section 14.03	 	Exercise of Option	 	76
	Section 14.04	 	When Securities Presented for Repayment Become Due and Payable	 	77
	Section 14.05	 	Securities Repaid in Part	 	77
	 	 	 	 	 






	Article Fifteen DEFEASANCE AND COVENANT DEFEASANCE	 	78
	Section 15.01	 	Company’s Option to Effect Defeasance or Covenant Defeasance	 	78
	Section 15.02	 	Defeasance and Discharge	 	78
	Section 15.03	 	Covenant Defeasance	 	78
	Section 15.04	 	Conditions to Defeasance or Covenant Defeasance	 	79
	Section 15.05	 	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	80
	Section 15.06	 	Reinstatement	 	81
	 	 	 	 	 
	Article Sixteen MEETINGS OF HOLDERS OF SECURITIES	 	81
	Section 16.01	 	Purposes for Which Meetings May Be Called	 	81
	Section 16.02	 	Call, Notice and Place of Meetings	 	81
	Section 16.03	 	Persons Entitled to Vote at Meetings	 	82
	Section 16.04	 	Quorum; Action	 	82
	Section 16.05	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	83
	Section 16.06	 	Counting Votes and Recording Action of Meetings	 	83
	Section 16.07	 	Waiver of Jury Trial	 	83
	Section 16.08	 	Counterparts	 	83



 




    iii 


     


    


 


CROSS-REFERENCE TABLE


 


	
     
	 	TIA Section	 	Indenture Section
	310	 	(a)(1)	 	6.08(a)
	 	 	(a)(2)	 	6.08(a)
	 	 	(b)	 	6.09
	 	 	(c)	 	Not Applicable
	311	 	(a)	 	6.05
	 	 	(b)	 	6.05
	 	 	(c)	 	Not Applicable
	312	 	(a)	 	7.05
	 	 	(b)	 	7.03
	 	 	(c)	 	7.03
	313	 	(a)	 	7.04
	 	 	(b)	 	7.04
	 	 	(c)	 	7.04
	 	 	(d)	 	7.05
	314	 	(a)	 	7.05
	 	 	(a)(4)	 	10.04
	 	 	(b)	 	Not Applicable
	 	 	(c)(1)	 	1.02
	 	 	(c)(2)	 	1.02
	 	 	(d)	 	Not Applicable
	 	 	(e)	 	1.02
	 	 	(f)	 	Not Applicable
	315	 	(a)	 	6.02
	 	 	(b)	 	6.01
	 	 	(c)	 	6.02
	 	 	(d)	 	6.02
	 	 	(e)	 	5.15
	316	 	(a)(last sentence)	 	1.01 (“Outstanding”)
	 	 	(a)(1)(A)	 	5.12
	 	 	(a)(1)(B)	 	5.02, 5.13
	 	 	(a)(2)	 	Not Applicable
	 	 	(b)	 	5.08
	 	 	(c)	 	1.04(e)
	317	 	(a)(1)	 	5.03
	 	 	(a)(2)	 	5.04
	 	 	(b)	 	10.03
	318	 	(a)	 	1.16


 


Note: This Cross-Reference Table
shall not, for any purpose, be deemed to be part of this Indenture.


 




    iv 


     


    


 


LOGIQ, INC.


 


FORM OF INDENTURE


 


INDENTURE,
dated as of ● ●, 202●, between Logiq,
Inc., a corporation duly existing under the laws of Nevada (herein called the “Company”), having
its principal office at 85 Broad Street, 16-079, New York, NY 10004, and _________________., a corporation duly existing under the laws
of ___________________ (herein called the “Trustee”), having its principal office at ___________________.


 


RECITALS OF THE COMPANY


 


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


 


This Indenture is subject
to the provisions of Trust Indenture Legislation (as defined below) that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.


 


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


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


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


 


Article
One

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.01 Definitions


 


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


 


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



 


		(2)	all other terms used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating
paper”, as used in Section 311 of the Trust Indenture Act, shall have the meanings assigned to them in the rules of the
Commission adopted under the Trust Indenture Act;



 


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



 






    1 


     


    

 


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



 


		(5)	“or” is not exclusive;



 


		(6)	words implying any gender shall apply to all genders;



 


		(7)	the words Subsection, Section and Article refer to the Subsections, Sections and
Articles, respectively, of this Indenture unless otherwise noted; and



 


		(8)	“include”, “includes” or “including” means include,
includes or including, in each case, without limitation.



 


Certain terms, used principally
in Article Three, are defined in that Article.


 


“accelerated indebtedness”
has the meaning specified in Section 6.01.


 


“Act”, when used
with respect to any Holder, has the meaning specified in Section 1.04.


 


“Additional Amounts”
has the meaning specified in Section 11.05.


 


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


 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 7.12 to act on behalf of the Trustee to authenticate Securities.


 


“Authorized Newspaper”
means a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business
Day, and of general circulation in each place in connection with which the term is used or in the financial community of each such place.
Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or
in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day.


 


“Base Currency” has
the meaning specified in Section 1.14.


 


“Bearer Security”
means any Security except a Registered Security.


 


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


 


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


 






    2 


     


    

 


“Branch Register”
has the meaning specified in Section 3.05.


 


“Branch Security Registrar”
has the meaning specified in Section 3.05.


 


“Business Day”, when
used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section 3.01, any day other than Saturday, Sunday or any other day
on which the offices of the Trustee are closed.


 


“calculation period”
has the meaning specified in Section 3.11.


 


“Capital Lease Obligation”
means the obligation of a Person, as lessee, to pay rent or other amounts to the lessor under a lease of real or personal property which
is required to be classified and accounted for as a capital lease on a consolidated balance sheet of such person in accordance with GAAP.


 


“Capital Stock” in
any Person means any and all shares, interests, partnership interests, participations or other equivalents however designated in the equity
interest in such Person and any rights (other than debt securities convertible into an equity interest), warrants or options to acquire
any equity interest in such Person.


 


“Central Register”
has the meaning specified in Section 3.05.


 


“Central Security Registrar”
has the meaning specified in Section 3.05.


 


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


 


“Common Depositary”
has the meaning specified in Section 3.04.


 


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


 


“Company Request”
or “Company Order” means a written request or order signed in the name of the Company by the Executive Chairman of
the Board of Directors, the President, the Chief Executive Officer, or the Chief Operating Officer, or if two or more persons share such
office any one of such persons, and by the Chief Financial Officer or the Corporate Secretary of the Company, or if two or more persons
share such office any one of such persons, and delivered to the Trustee.


 


“Corporate Trust Office”
means the principal corporate trust office of the Trustee, or the principal corporate trust office of any successor Trustee, at which
at any particular time its corporate trust business may be administered, such an office on the date of execution of this Indenture of
the Trustee is located at __________________.


 


“corporation” includes
corporations, associations, companies and business trusts.


 


“coupon” means any
interest coupon appertaining to a Bearer Security.


 






    3 


     


    

 


“covenant defeasance”
has the meaning specified in Section 15.03.


 


“Currency” means
any currency or currencies, composite currency or currency unit or currency units, including, without limitation, the Euro, issued by
the government of one or more countries or by any recognized confederation or association of such governments.


 


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


 


“Defaulted Interest”
has the meaning specified in Section 3.07.


 


“defeasance” has
the meaning specified in Section 15.02.


 


“Depositary” means,
with respect to the Securities of any series issuable or issued in the form of one or more Registered Securities, the Depositary Trust
Company, or any successor thereto, or any other Person designated as Depositary by the Company pursuant to Section 3.05 until a successor
Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary”
shall mean or include each Person who is then a Depositary hereunder, and, if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Securities of that
series.


 


“Dollar” or “$”
means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.


 


“Euro” means the
single currency of the participating member states from time to time of the European Union described in legislation of the European Counsel
for the operation of a single unified European currency (whether known as the Euro or otherwise).


 


“Event of Default”
has the meaning specified in Section 6.01.


 


“Exchange” means
the _____________ and any other securities exchange or automated quotation system upon which the Securities are or become listed or quoted.


 


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


 


“Exchange Date” has
the meaning specified in Section 3.04.


 


“Excluded Holder”
has the meaning specified in Section 11.05.


 


“Extension Notice”
has the meaning specified in Section 3.08.


 


“Extension Period”
has the meaning specified in Section 3.08.


 


“Final Maturity”
has the meaning specified in Section 3.08.


 


“First Currency”
has the meaning specified in Section 1.15.


 


“Foreign Currency”
means any Currency other than Currency of the United States.


 


“GAAP” means generally
accepted accounting principles in the United States in effect from time to time.


 






    4 


     


    

 


“Government Obligations”
means, unless otherwise specified with respect to any series of Securities pursuant to Section 3.01, securities which are (i) direct obligations
of the government which issued the Currency in which the Securities of a particular series are payable, or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the government which issued the Currency in which the Securities
of such series are payable, the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith
and credit obligations of such government payable in such Currency and are not callable or redeemable at the option of the issuer thereof
and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such Government Obligation
or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder
of a depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation
or the specific payment of interest or principal of the Government Obligation evidenced by such depositary receipt.


 


“Holder” means, in
the case of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in the case of a Bearer
Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof.


 


“Indenture” means
this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established
as contemplated by Section 3.01; provided, however, that, if at any time more than one Person is acting as Trustee under
this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for which such Person
is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the particular series of
Securities for which such Person is Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered
after such Person had become such Trustee but to which such Person, as such Trustee, was not a party.


 


“Indexed Security”
means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.


 


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


 


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


 


“Judgment Currency”
has the meaning specified in Section 1.14.


 


“Lien” means any
mortgage, pledge, hypothecation, charge, assignment, deposit arrangement, encumbrance, security interest, lien (statutory or other), or
preference, priority or other security or similar agreement or preferential arrangement of any kind or nature whatsoever (including, without
limitation, any agreement to give or grant a Lien or any lease, conditional sale or other title retention agreement having substantially
the same economic effect as any of the foregoing) but not including any security interest in respect of a lease which is not a Capital
Lease Obligation and provided that such term shall not include any encumbrance that may be deemed to arise solely as a result of
entering into an agreement, not in violation of the terms of this Indenture, to sell or otherwise transfer assets or Property.


 






    5 


     


    

 


“mandatory sinking fund payment”
has the meaning specified in Section 13.01.


 


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


 


“Non-Recourse Debt”
means indebtedness to finance the creation, development, construction or acquisition of assets and any increases in or extensions, renewals
or refinancings of such indebtedness, provided that the recourse of the lender thereof (including any agent, trustee, receiver
or other Person acting on behalf of such entity) in respect of such indebtedness is limited in all circumstances to the assets created,
developed, constructed or acquired in respect of which such indebtedness has been incurred and to the receivables, inventory, equipment,
chattels payable, contracts, intangibles and other assets, rights or collateral connected with the assets created, developed, constructed
or acquired and to which such lender has recourse.


 


“Notice of Default”
has the meaning specified in Section 6.01.


 


“Officers’ Certificate”
means a certificate, which shall comply with this Indenture, signed by the Executive Chairman of the Board of Directors, the President,
the Chief Executive Officer, or the Chief Operating Officer, or if two or more persons share such office any one of such persons, and
by the Chief Financial Officer or the Corporate Secretary of the Company, or if two or more persons share such office any one of such
persons, and delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company, including an employee of the Company.


 


“Optional Reset Date”
has the meaning specified in Section 3.07.


 


“optional sinking fund payment”
has the meaning specified in Section 13.01.


 


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 6.02.


 


“Original Stated Maturity”
has the meaning specified in Section 3.08.


 


“Other Currency”
has the meaning specified in Section 1.15.


 


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


 


		(a)	Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;



 






    6 


     


    

 


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



 


		(c)	Securities, except to the extent provided in Section 15.02 and Section 15.03, with respect to which the
Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen; and



 


		(d)	Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there
shall have been presented to the Trustee proof satisfactory to them that such Securities are held by a protected purchaser (as defined
in Article 8 of the UCC) in whose hands such Securities are valid obligations of the Company;



 


provided, however, that
in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making
the calculations required by TIA Section 313: (i) the principal amount of an Original Issue Discount Security that may be counted in making
such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal
thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration
of the maturity thereof pursuant to Section 6.02; (ii) the principal amount of any Security denominated in a Foreign Currency that may
be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar
equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange Rate Officers’
Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent
as of such date of original issuance of the amount determined as provided in clause (i) above) of such Security; (iii) the principal amount
of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect
to such Security pursuant to Section 3.01; and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor.


 


“Paying Agent” means
any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of (or premium, if any) or interest,
if any, on any Securities on behalf of the Company. Such Person, at the responsibility of the Company, must be able to make payment in
the currency of the issued Security.


 






    7 


     


    

 


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


 


“Place of Payment”
means, when used with respect to the Securities of or within any series, each place where the principal of (and premium, if any) and interest,
if any, on such Securities are payable as specified as contemplated by Section 3.01 and Section 11.02.


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated,
destroyed, lost or stolen coupon appertains, as the case may be.


 


“rate(s) of exchange”
has the meaning specified in Section 1.14.


 


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


 


“Redemption Price”,
when used with respect to any Security to be redeemed, in whole or in part, means the price at which it is to be redeemed pursuant to
this Indenture, plus accrued and unpaid interest thereon to the Redemption Date.


 


“Registered Security”
means any Security registered in the Security Register.


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Registered Securities of or within any series means the date specified for
that purpose as contemplated by Section 3.01.


 


“Repayment Date”
means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment pursuant to
this Indenture.


 


“Repayment Price”
means, when used with respect to any Security to be repaid at the option of the Holder, the price at which it is to be repaid pursuant
to this Indenture.


 


“Reset Notice” has
the meaning specified in Section 3.07.


 


“Responsible Officer”,
when used with respect to the Trustee, means any vice president, secretary, any assistant secretary, treasurer, any assistant treasurer,
any senior trust officer, any trust officer, the controller within the corporate trust administration division of the Trustee or any other
officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means,
with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.


 






    8 


     


    

 


“Securities” has
the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under
this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee under this Indenture,
“Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first recital
of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.


 


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 3.05.


 


“Senior Default”
means (i) any default or event of default under any instrument creating any Senior Indebtedness, or (ii) any event which would, with giving
of notice, lapse of time, or both, or subject to any other condition subsequent to such event, constitute such a default or event of default.


 


“Senior Indebtedness”
means:


 


		(a)	all indebtedness of the Company in respect of borrowed money, other than:



 


		(i)	indebtedness evidenced by the Securities; and



 


		(ii)	indebtedness which, by the terms of the instrument creating or evidencing the same, is expressed to rank
in right of payment equally with or subordinate to the indebtedness evidenced by the Securities;



 


		(b)	all obligations of the Company for the reimbursement of amounts paid pursuant to any letter of credit,
banker’s acceptance or similar credit transaction; and



 


		(c)	all obligations of the type referred to in paragraphs (a) through (b) above of other Persons for the payment
of which the Company is responsible or liable as obligor, guarantor or otherwise,



 


and, for greater certainty, Senior Indebtedness
will include all indebtedness of the Company for borrowed money which is outstanding as at the date hereof.


 


“Shareholders’ Equity”
means the aggregate amount of shareholders’ equity of the Company as shown on the most recent audited annual consolidated balance
sheet of the Company and computed in accordance with GAAP.


 


“Special Record Date”
for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Trustee pursuant
to Section 3.07.


 


“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
or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant to the provisions of Section 3.08.


 


“Subsequent Interest Period”
has the meaning specified in Section 3.07.


 


“Subsidiary” means,
any corporation of which at the time of determination the Company, directly and/or indirectly through one or more Subsidiaries, owns more
than 50% of the shares of Voting Stock or partnership, joint venture, limited liability company, association, company or business trust
interests.


 






    9 


     


    

 


“Trust Indenture Act”
or “TIA” means the United States Trust Indenture Act of 1939, as amended, as in force at the date as of which
this Indenture was executed, except as provided in Section 10.05.


 


“Trust Indenture Legislation”
means, at any time, the provisions of the Trust Indenture Act and regulations thereunder, in each case, relating to trust indentures
and to the rights, duties and obligations of trustees under trust indentures and of corporations issuing debt obligations under trust
indentures, to the extent that such provisions are at such time in force and applicable to this Indenture or the Company or the Trustee.


 


“Trustee” means ___________________


 


“UCC” means the California
uniform commercial code in effect from time to time.


 


“U.S. Federal Bankruptcy Code”
means the Bankruptcy Act of Title 11 of the United States Code, as amended from time to time.


 


“U.S. Taxes” has
the meaning specified in Section 11.05.


 


“United States” means,
unless otherwise specified with respect to any Securities pursuant to Section 3.01, the United States of America (including the states
and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.


 


“United States person”
means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, an individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, an estate
the income of which is subject to United States federal income taxation regardless of its source, or a trust if (A) it is subject to the
primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial
decisions of the trust or (B) it has a valid election in effect under applicable Treasury Regulations to be treated as a United States
person.


 


“Voting Stock” means
with respect to any Person, securities of any class or classes of Capital Stock in such Person entitling the holder thereof (whether at
all times or at the time that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the
election of members of the board of directors or comparable body of such Person.


 


“Yield to Maturity”
means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation
principles.


 


Section
1.02 Compliance Certificates and Opinions


 


Upon any application or request
by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee, to the
extent required by the Trust Indenture Act, an Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action
have been complied with and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.


 






    10 


     


    

 


Every certificate or opinion
with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 11.04) shall include:


 


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



 


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



 


		(3)	a statement that, in the opinion of each such individual, he 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



 


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



 


Section
1.03 Form of Documents Delivered to Trustee


 


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


 


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


 


Any certificate or opinion
of an officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of,
or representations by, an accountant or firm of accountants in the employ of the Company, unless such officer or counsel, as the case
may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the
accounting matters upon which such certificate or opinion may be based are erroneous. Any certificate or opinion of any independent firm
of public accountants filed with the Trustee shall contain a statement that such firm is independent.


 






    11 


     


    

 


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


 


Section
1.04 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 Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken by Holders of such series may, alternatively, be embodied
in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed
in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Sixteen,
or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments or record or both 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 or so voting at any such meeting. Proof
of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 16.06.



 


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



 


		(c)	The principal amount and serial numbers of Registered Securities held by any Person, and the date of holding
the same, shall be proved by the Security Register.



 


		(d)	The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding
the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company,
bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that
at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described;
or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit
is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues
until: (i) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced; or (ii) such
Bearer Security is produced to the Trustee by some other Person; or (iii) such Bearer Security is surrendered in exchange for a Registered
Security; or (iv) such Bearer Security is no longer Outstanding. The principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, may also be proved in any other manner that the Trustee deem sufficient.



 






    12 


     


    

 


		(e)	If the Company shall solicit from the Holders of Registered Securities any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver
or other Act, but the Company shall have no obligation to do so. Notwithstanding Trust Indenture Legislation, including TIA Section 316(c),
such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may
be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the
Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not
later than eleven months after the record date.



 


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



 


Section
1.05 Notices, etc. to Trustee and Company


 


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


 


		(1)	the Trustee, by any Holder or by the Company shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: ________________; or



 


		(2)	the Company, by the Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and faxed or mailed, first-class postage prepaid or personally delivered, to the Company, Attention:
President, or such other officer or facsimile number as the Company may designate on written notice to the Trustee, addressed to it at
the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in
writing to the Trustee by the Company.



 






    13 


     


    

 




 


Section
1.06 Notice to Holders; Waiver


 


Where this Indenture provides
for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event,
at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect
to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice.


 


In case, by reason of the
suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impractical to mail notice of any
event to Holders of Registered Securities 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 satisfactory to the Trustee shall be deemed to be sufficient giving of such notice for every
purpose hereunder.


 


Except as otherwise expressly
provided herein or otherwise specified with respect to any Securities pursuant to Section 3.01, where this Indenture provides for notice
to Holders of Bearer Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if published in
an Authorized Newspaper in The City of New York and in such other city or cities as may be specified in such Securities on a Business
Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed
for the giving of such notice. Any such notice shall be deemed to have been given on the date of the first such publication.


 


In case, by reason of the
suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause, it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the
failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall
affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of
Registered Securities given as provided herein.


 


Any request, demand, authorization,
direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.


 


Where this Indenture provides
for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 






    14 


     


    

 


Section
1.07  Effect of Headings and Table of Contents


 


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


 


Section
1.08  Successors and Assigns


 


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


 


Section
1.09 Severability Clause


 


In case any provision in this
Indenture or in any Security or coupon 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.


 


Section1.10
Benefits of Indenture


 


Nothing in this Indenture
or in the Securities or coupons, express or implied, shall give to any Person, other than the parties hereto, any Authenticating Agent,
any Paying Agent, any Securities Registrar and their successors hereunder and the Holders of Securities or coupons, any benefit or any
legal or equitable right, remedy or claim under this Indenture. Subject to Section 1.16, at all times in relation to this Indenture and
any action to be taken hereunder, the Company and the Trustee each shall observe and comply with Trust Indenture Legislation and the Company,
the Trustee and each Holder of a Security shall be entitled to the benefits of Trust Indenture Legislation.


 


Section
1.11 Governing Law


 


This Indenture and the Securities
and coupons shall be governed by and construed in accordance with the law of the State of California, without giving effect to any rule
or principle of law that would result in the application of the law of any other jurisdiction. Each of the Trustee and the Company agrees
to comply with all provisions of Trust Indenture Legislation applicable to or binding upon it in connection with this Indenture and any
action to be taken hereunder. This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part
of this Indenture and shall, to the extent applicable, be governed by such provisions.


 


Section
1.12 Legal Holidays


 


In any case where any Interest
Payment Date, Redemption Date, sinking fund payment date or Stated Maturity or Maturity of any Security shall not be a Business Day at
any Place of Payment or other location contemplated hereunder, then (notwithstanding any other provision of this Indenture or of any Security
or coupon other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu of
this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment or other location
contemplated hereunder on such date, but may be made on the next succeeding Business Day at such Place of Payment or other location contemplated
hereunder with the same force and effect as if made on the Interest Payment Date or Redemption Date or sinking fund payment date, or at
the Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be.


 






    15 


     


    

 


Section
1.13 Agent for Service; Submission to Jurisdiction; Waiver of Immunities


 


By the execution and delivery
of this Indenture, the Company: (i) acknowledges that it has irrevocably designated and appointed _____________, as its authorized agent
upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Indenture that may be
instituted in any federal or _____________ State court located in ___________________, or brought by the Trustee (whether in its individual
capacity or in its capacity as Trustee hereunder); (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or
proceeding; and (iii) agrees that service of process upon _____________ and written notice of said service to the Company (mailed or delivered
to the Company, attention: President, at its principal office at 85 Broad Street, 16-079, New York, NY 10004, as specified in Section
1.05 hereof), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company
further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be
necessary to continue such designation and appointment of ____________ in full force and effect so long as this Indenture shall be in
full force and effect.


 


To the extent that the Company
has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company
hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted
by law.


 


Section
1.14  Conversion of Currency


 


		(a)	The Company covenants and agrees that the following provisions shall apply to conversion of currency in
the case of the Securities and this Indenture:



 


		(i)	If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country,
it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any
other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall
be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment is given or the order of enforcement
is made, as the case may be (unless a court shall otherwise determine); and



 


		(ii)	If there is a change in the rate of exchange prevailing between the Business Day before the day on which
the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall
determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount,
if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the
date of receipt will produce the amount in the Base Currency originally due.



 


		(b)	In the event of the winding-up of the Company at any time while any amount or damages owing under the
Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify
and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between:
(i) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities and this Indenture
(other than under this Subsection (b)) is calculated for the purposes of such winding-up; and (ii) the final date for the filing of proofs
of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up
of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as
being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the
liquidator or otherwise in respect thereto.



 






    16 


     


    

 


		(c)	The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and
independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate
and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the
Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof
of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above)
or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or
the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the
case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of
exchange occurring between the said final date and the date of any liquidating distribution.



 


The term “rate(s) of exchange”
shall mean the noon rate of exchange quoted by Bank of _______ as may be designated in writing by the Company to the Trustee from time
to time, on the relevant date for purchases of the Base Currency with the Judgment Currency and includes any premiums and costs of exchange
payable. The Trustee shall have no duty or liability with respect to monitoring or enforcing this Section.


 


Section
1.15 Currency Equivalent


 


Except as otherwise provided
in this Indenture, for purposes of the construction of the terms of this Indenture or of the Securities, in the event that any amount
is stated herein in the Currency of one nation (the “First Currency”), as of any date such amount shall also be deemed
to represent the amount in the Currency of any other relevant nation (the “Other Currency”) which is required to purchase
such amount in the First Currency at the Bank of _________ on the date of determination.


 


Section
1.16 Conflict with Trust Indenture Legislation


 


If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with any mandatory requirement of Trust Indenture Legislation, such mandatory
requirement shall control. If and to the extent that any provision hereof limits, qualifies or conflicts with the duties imposed by any
of Sections 310 to 318, inclusive, of the Trust Indenture Act, through operation of Section 318(c) thereof, such duties shall control.


 


Section
1.17 Incorporators, Shareholders, Officers and Directors of the Company Exempt from Individual Liability


 


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 shareholder, 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 by the Holders and as part of the consideration for the issue of the Securities.


 






    17 


     


    

 


Article
Two

SECURITIES FORMS


 


Section
2.01 Forms Generally


 


The Registered Securities,
if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the forms as shall
be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers executing such Securities or coupons, as evidenced by their execution
of the Securities or coupons. If the forms of Securities or coupons of any series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Corporate Secretary or the Chief Financial Officer
of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication
and delivery of such Securities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.


 


Unless otherwise specified
as contemplated by Section 3.01, Bearer Securities shall have interest coupons attached.


 


The Trustee’s certificate
of authentication on all Securities shall be in substantially the form set forth in this Article.


 


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


 


Section
2.02 Form of Trustee’s Certificate of Authentication


 


Subject to Section 7.12, the
Trustee’s certificate of authentication shall be in substantially the following form:


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


(Certificate of Authentication
may be executed by the Trustee)


 


Dated: ____________


 


___________________., as Trustee,
certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


 





 


	 	___________________, as Trustee
	 	 
	 	By:	 
	 	 	 	Authorized Officer






 






    18 


     


    

 


Section
2.03 Securities Issuable in Global Form


 


If Securities of or within
a series are issuable in global form, as specified and contemplated by Section 3.01, then, notwithstanding clause (10) of Section 3.01,
any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that
it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate
amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.03 or Section 3.04. Subject to the provisions of
Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant
to Section 3.03 or Section 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement
or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.02 and need not be accompanied
by an Opinion of Counsel.


 


The provisions of the last
sentence of Section 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold
by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated by the last sentence of Section 3.03.


 


Notwithstanding the provisions
of Section 3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal of (and premium, if any) and interest,
if any, on any Security in permanent global form shall be made to the Person or Persons specified therein.


 


Notwithstanding the provisions
of Section 3.09 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee
shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security: (i) in the case
of a permanent global Security in registered form, the Holder of such permanent global Security in registered form; or (ii) in the case
of a permanent global Security in bearer form, the Depositary.


 






    19 


     


    

 


Article
Three

THE SECURITIES


 


Section
3.01 Amount Unlimited; Issuable in Series


 


The aggregate principal amount
of Securities which may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued
in one or more series and may be denominated and payable in Dollars or any Foreign Currency. The principal amount of any series of Securities
may be increased and issued under this Indenture. There shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 3.03, set forth in, or determined in the manner provided in, an Officers’
Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all
of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (19) below), if so provided,
may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities
of the series when issued from time to time):


 


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



 


		(2)	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 3.04, Section 3.05, Section 3.06, Section 10.06, Section 12.07 or Section 14.05);



 


		(3)	the extent and manner, if any, to which payment on or in respect of the Securities of the series will
be senior or will be subordinated to the prior payment of other liabilities and obligations of the Company, and whether the payment of
principal, premium, if any, and interest, if any, will be guaranteed by any other Person and the nature and priority of any security;



 


		(4)	the percentage or percentages of principal amount at which the Securities of the series will be issued;



 


		(5)	the date or dates, or the method by which such date or dates will be determined or extended, on which
the Securities of the series may be issued and the date, or dates, or the method by which such date or dates will be determined or extended,
on which the principal of the Securities of the series is payable;



 


		(6)	the rate or rates at which the Securities of the series shall bear interest (whether fixed or variable),
if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the
method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular
Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date
or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of 12
30-day months;



 






    20 


     


    

 


		(7)	the place or places, if any, where the principal of (and premium, if any) and interest, if any, on Securities
of the series shall be payable, where any Registered Securities of the series may be surrendered for registration of transfer, where Securities
of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered
for conversion or exchange, as applicable and, if different than the location specified in Section 1.05, the place or places where notices
or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;



 


		(8)	the period or periods within which, the price or prices at which, the Currency in which, and other terms
and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company
is to have that option;



 


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



 


		(10)	if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations
in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations
in which any Bearer Securities of the series shall be issuable;



 


		(11)	if other than the Trustee, the identity of each Security Registrar and/or Paying Agent, as satisfactory
to the Trustee;



 


		(12)	if other than the principal amount thereof, the portion of the principal amount of Securities of the series
that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02 or the method by which such portion
shall be determined;



 


		(13)	if other than Dollars, the Currency in which payment of the principal of (or premium, if any) or interest,
if any, on the Securities of the series shall be payable or in which the Securities of the series shall be denominated and the particular
provisions applicable thereto;



 


		(14)	whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities
of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without
limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;



 


		(15)	the applicability, if any, of Section 15.02 and/or Section 15.03 to the Securities of the series and any
provisions in modification of, in addition to or in lieu of any of the provisions of Article Fifteen that shall be applicable to the Securities
of the series;



 


		(16)	provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence
of such events as may be specified;



 


		(17)	any deletions from, modifications of or additions to the Events of Default or covenants (including any
deletions from, modifications of or additions to Section 11.08) of the Company with respect to Securities of the series, whether or not
such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;



 






    21 


     


    

 


		(18)	whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with
or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities, whether any Securities of
the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent
global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange
such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in Section 3.05, whether Registered Securities of the series may be
exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), whether Bearer Securities of the series
may be exchanged for Registered Securities of such series, and the circumstances under which and the place or places where any such exchanges
may be made and, if Securities of the series are to be issuable in global form, the identity of any initial depositary therefor;



 


		(19)	the date as of which any Bearer Securities of the series and any temporary global Security representing
Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to
be issued;



 


		(20)	the Person to whom any interest on any Registered Security of the series shall be payable, if other than
the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable,
if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which,
or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in
the manner provided in Section 3.04;



 


		(21)	if Securities of the series are to be issuable in definitive, registered 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/or terms of such certificates, documents or conditions;



 


		(22)	if the Securities of the series are to be issued upon the exercise of warrants or subscription receipts,
the time, manner and place for such Securities to be authenticated and delivered;



 


		(23)	whether, under what circumstances and the Currency in which the Company will pay Additional Amounts as
contemplated by Section 11.05 on the Securities of the series to any Holder which is not a United States person (including any modification
to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the
option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);



 


		(24)	if the Securities of the series are to be convertible into or exchangeable for any securities of any Person
(including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable;



 


		(25)	the applicability, if any, of Section 11.05 and Section 12.08 to such Securities;



 






    22 


     


    

 


		(26)	if other than The Depositary Trust Company, the Person designated as the Depositary with respect to the
Securities of such series;



 


		(27)	provisions as to modification, amendment or variation of any rights or terms attaching to the Securities;
and



 


		(28)	any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating
to the series (which terms shall not be inconsistent with the requirements of Trust Indenture Legislation or the provisions of this Indenture).



 


All Securities of any one
series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered
Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 3.03)
and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need
be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series.


 


If any of the terms of the
series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee
at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.


 


Section
3.02 Denominations


 


The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by Section 3.01. With respect to Securities of any series
denominated in Dollars, in the absence of any such provisions, the Registered Securities of such series, other than Registered Securities
issued in global form (which may be of any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof
and the Bearer Securities of such series, other than the Bearer Securities issued in global form (which may be of any denomination), shall
be issuable in a denomination of $5,000 and any integral multiples thereof.


 


Section
3.03 Execution, Authentication, Delivery and Dating


 


The Securities and any coupons
appertaining thereto shall be executed on behalf of the Company by its President, Chief Executive Officer, Chief Operating Officer and
Chief Financial Officer together with the Corporate Secretary of the Company. If two or more persons share such office any one of such
persons may. The signature of any of these officers on the Securities or coupons may be the manual or facsimile signatures of the present
or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities.


 


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


 






    23 


     


    

 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon
appertaining thereto, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such
Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series
of Securities pursuant to Section 3.01, a Bearer Security may be delivered in connection with its original issuance only if the Person
entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated
no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary
Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture.
If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 3.04, the notation
of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary global
Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent
global Security. Except as permitted by Section 3.06, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as interest
rate, stated maturity, date of issuance and date from which interest shall accrue.


 


In authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Trust Indenture Legislation and TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion
of Counsel stating:


 


		(1)	that the form or forms of such Securities and any coupons have been established in conformity with the
provisions of this Indenture;



 


		(2)	that the terms of such Securities and any coupons have been established in conformity with the provisions
of this Indenture;



 


		(3)	that such Securities, together with any coupons appertaining thereto, when completed by appropriate insertions
and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered
by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting
the enforcement of creditors’ rights and to general equitable principles and to such other qualifications as such counsel shall
conclude do not materially affect the rights of Holders of such Securities and any coupons;



 


		(4)	that all laws and requirements in respect of the execution and delivery by the Company of such Securities,
any coupons and of the supplemental indentures, if any, have been complied with and that authentication and delivery of such Securities
and any coupons and the execution and delivery of the supplemental indentures, if any, by the Trustee will not violate the terms of the
Indenture;



 


		(5)	that the Company has the corporate power to issue such Securities and any coupons, and has duly taken
all necessary corporate action with respect to such issuance; and



 


		(6)	that the issuance of such Securities and any coupons will not contravene the articles of incorporation
or continuance, or such other constating documents then in effect, if any, or by-laws of the Company or result in any violation of any
of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the
Company is bound.



 






    24 


     


    

 


Notwithstanding the provisions
of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not
be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of
Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents
shall be delivered prior to or at the time of issuance of the first Security of such series.


 


The Trustee shall not be required
to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s
own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.


 


Each Registered Security shall
be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 3.01.


 


No Security or coupon shall
entitle a Holder to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security
to the Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle
a Holder to the benefits of this Indenture.


 


Section
3.04 Temporary Securities


 


Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company Order, the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with
one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may
be in global form.


 


Except in the case of temporary
Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities
of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After
the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place
of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any
series (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations; provided,
however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided
further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the
conditions set forth in Section 3.03. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.


 






    25 


     


    

 


If temporary Securities of
any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the
office of a depositary or common depositary (the “Common Depositary”) or the Depositary, as applicable, for credit
to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).


 


Without unnecessary delay
but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the
“Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal
to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date such temporary global
Security shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged,
in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange
for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities
to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.01, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified
in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by the Depositary as to the portion of such temporary global Security
held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date, each in the form set forth in
Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 3.01); and provided further that
definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements
of Section 3.03.


 


Unless otherwise specified
in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be
exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs
the Depositary to request such exchange on his behalf and delivers to the Depositary a certificate in the form set forth in Exhibit A-1
to this Indenture (or in such other form as may be established pursuant to Section 3.01), dated no earlier than 15 days prior to the Exchange
Date, copies of which certificate shall be available from the offices of the Depositary, the Trustee, any Authenticating Agent appointed
for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall
be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities
must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive
Securities in person at the offices of the Depositary.


 


Until exchanged in full as
hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 3.01, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to the Depositary on such Interest Payment Date upon delivery by the
Depositary to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form
as may be established pursuant to Section 3.01), for credit without further interest thereon on or after such Interest Payment Date to
the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and
who have each delivered to the Depositary a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior
to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to
Section 3.01). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy
the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 3.03 of this Indenture
and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification
was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification
if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary
global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest
in a definitive Security. Any interest so received by the Depositary and not paid as herein provided shall be returned to the Trustee
immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with
Section 11.03.


 






    26 


     


    

 


Section
3.05 Registration, Registration of Transfer and Exchange


 


So long as required by Trust
Indenture Legislation, the Company shall cause to be kept at the Corporate Trust Offices of the Trustee a register for each series of
Securities (the registers maintained in the Corporate Trust Offices of the Trustee and in any other office or agency of the Company in
a Place of Payment being herein sometimes collectively referred to as the “Central Register”) in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Holders of Registered Securities
and of transfers of Registered Securities. The Central Register shall be in written form or any other form capable of being converted
into written form within a reasonable time. At all reasonable times, the Central Register shall be open to inspection by the Trustee.
The Company will cause the particulars of each such issue, exchange or transfer of Securities to be recorded in the Central Register.
The Company hereby appoints the Trustee as the Central Security Registrar and Transfer Agent for the Securities. If permitted by Trust
Indenture Legislation, the Company may appoint a Person other than the Company or a trust corporation registered under the Trust and
Loan Companies Act, S.C. 1991, c. 45 as the Central Security Registrar; provided that, no such removal or replacement
shall be effective until a successor Central Security Registrar with respect to such series of Registered Securities shall have been appointed
by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be
the Central Security Registrar with respect to a series of Securities, it shall have the right to examine the Central Register for such
series at all reasonable times. There shall be only one Central Register for such series of Securities.


 


The Company may, subject to
the consent of the Trustee, also cause to be maintained a branch register (a “Branch Register”) or Branch Registers
of Holders of Securities in accordance with Section 11.02 in the same manner and containing the same information with respect to each
entry contained therein as contained in the Central Register. A copy of every entry in a Branch Register shall, promptly after the entry
is made, be transmitted to the Central Security Registrar. If there is a conflict between the information contained in the Central Register
and the information contained in the Branch Register, the information contained in the Central Register shall prevail. The Central Register
together with each Branch Register are collectively referred to herein as the “Security Register”. At all reasonable
times, the Security Register shall be open to inspection by the Trustee. The Company may appoint from time to time one or more branch
security registrars (“Branch Security Registrars”) and may from time to time rescind any such appointment. The Central
Security Registrar together with each Branch Security Registrar are collectively referred to herein as the “Security Registrar”.


 


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


 






    27 


     


    

 


At the option of the Holder,
Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination
and of a like aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever
any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver,
the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any
series of Securities as contemplated by Section 3.01, Bearer Securities may not be issued in exchange for Registered Securities. The Trustee
shall update the Central Register, or, if the Trustee is not the Authenticating Agent, the Trustee shall immediately provide a copy of
the newly authenticated Security to the Central Security Registrar so that the Central Register may be updated.


 


If (but only if) expressly
permitted in or pursuant to the applicable Board Resolution and (subject to Section 3.03) set forth in the applicable Officers’
Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 3.01, at the option of the Holder, Bearer Securities
of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal
amount and tenor, upon surrender of the Bearer Securities to be exchanged at the office of the Trustee, with all unmatured coupons and
all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon
or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If thereafter, the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or
agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office
or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment
of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed
date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.


 


Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.


 






    28 


     


    

 


Notwithstanding the foregoing,
except as otherwise specified as contemplated by Section 3.01, any permanent global Security shall be exchangeable only as provided in
this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form and denomination, as contemplated by Section 3.01 and
provided that any applicable notice provided in the permanent global Security shall have been given to the Company, the Trustee
and the Common Depositary, then without unnecessary delay but in any event not later than the earliest date on which such interest may
be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount
of such beneficial owner’s interest in such permanent global Security, executed by the Company. On or after the earliest date on
which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary
as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged
in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange
for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities
of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 3.01, shall
be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner
thereof. The Trustee shall promptly provide to the Common Depositary (or other applicable Depositary) a replacement global Security in
the aggregate principal amount of the global Security not being so exchanged. The Trustee shall note the exchange on the register for
such Securities. Notwithstanding the foregoing, no such exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested
may be among those selected for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion
of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is
issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date,
or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed
date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security
is payable in accordance with the provisions of this Indenture.


 


Transfers of global Securities
shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. If at any time
the Depositary of a series notifies the Company that it is unwilling, unable or no longer qualifies to continue as Depositary of such
series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act,
or other applicable statute or regulation, the Company shall appoint a successor depositary with respect to the Securities for such series.
If a successor to the Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, the Company’s election pursuant to Section 3.01 shall no longer be effective with respect
to the Securities for such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive, registered
form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the global Security or Securities
representing such series in exchange for such global Security or Securities.


 


The Company may at any time
and in its sole discretion determine that the Securities of any series issued in the form of one or more global Securities shall no longer
be represented by such global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series
in definitive, registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the
global Security or Securities representing such series in exchange for such global Security or Securities.


 






    29 


     


    

 


Interests of a beneficial
owner in global Securities may also be transferred or exchanged for definitive Securities if, after the occurrence of an Event of Default
with respect to such Securities, and while such Event of Default is continuing, such owner notifies the Trustee in writing that it wishes
to receive a Security in definitive, registered form and provides to the Trustee evidence reasonably satisfactory to the Trustee of its
ownership interest in such Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive,
registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the global Security
or Securities representing such series in exchange for such global Security or Securities.


 


Upon the exchange of a global
Security for Securities in definitive registered form, such global Security shall be cancelled by the Trustee. Securities issued in exchange
for a global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary
for such global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in
writing. The Trustee shall deliver such Securities to the persons in whose names such Securities are so registered.


 


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


 


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


 


Any registration of transfer
or exchange of Securities may be subject to service charges by the Central Security Registrar and the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 3.04, Section 10.06, Section 12.07 or Section 14.05 not involving any transfer.


 


The Company shall not be required:
(i) to issue, register the transfer of or exchange Securities of any series in definitive form during a period beginning at the opening
of business 15 days before the day of the selection for redemption of Securities of that series under Section 12.03 or Section 13.03 and
ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing
of the relevant notice of redemption, and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication
of the relevant notice of redemption, or (C) if Securities of the series are also issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption; (ii) to register the transfer of or exchange any Registered Security in definitive form
so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part; (iii) to exchange
any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series
and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption; or (iv) to issue, register
the transfer of or exchange any Security in definitive form which has been surrendered for repayment at the option of the Holder, except
the portion, if any, of such Security not to be so repaid.


 






    30 


     


    

 


Section
3.06 Mutilated, Destroyed, Lost and Stolen Securities


 


If any mutilated Security
or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security, or, in
case any such mutilated Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security, pay such Security
or coupon. If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security or coupon, and (ii) such security, surety or indemnity as may be required by them to save each of them and any agent
of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or coupon has been acquired
by a protected purchaser (as defined in Article 8 of the UCC), the Company shall execute and upon Company Order the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for the Security for which a destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining
to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.


 


Notwithstanding the provisions
of the previous paragraph, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due
and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any,
appertaining to such mutilated, destroyed, lost or stolen Security or to the Security to which such mutilated, destroyed, lost or stolen
coupon appertains, pay such Security or coupon; provided, however, that unless otherwise specified as contemplated by Section
3.01, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto.


 


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


 


Every new Security of any
series with its coupons, if any, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security or in exchange
for a Security to which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security and its coupons, if any, or the mutilated,
destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and the Holders of such Security shall be entitled to all
the benefits of this Indenture equally and proportionately with the Holders of any and all other Securities of that series and their coupons,
if any, duly issued hereunder.


 


The provisions of this Section
as amended or supplemented pursuant to this Indenture with respect to particular securities or generally 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 or coupons.


 


Section
3.07 Payment of Principal; Premium; Interest; Interest Rights Preserved; Optional Interest Reset


 


		(a)	Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, principal
of, and premium, if any, and interest, if any, on any Registered Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date or other date in which the principal of, and premium, if any, is payable shall be paid by the Paying Agent
to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such principal, premium or interest, as the case may be, at the office or agency of the Company maintained for such purpose
pursuant to Section 11.02; provided, however, that each installment of principal of, and premium, if any, and interest,
if any, on any Registered Security may at the Company’s option be paid by: (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 3.09, to the address of such Person as it appears on the Security
Register; or (ii) transfer to an account located in the United States maintained by the payee of a Holder of $2.0 million or more in aggregate
principal amount of such Securities (with wire transfer instructions provided to the Trustee not less than 15 days prior to payment of
interest by wire transfer). The Paying Agent shall confirm in writing to the Trustee upon payment having been made to Holders of Securities
within five days.



 






    31 


     


    

 


Unless otherwise provided as contemplated
by Section 3.01, every permanent global Security will provide that interest, if any, payable on any Interest Payment Date will be paid
to the Depositary with respect to that portion of such permanent global Security held for its account by the Common Depositary, for the
purpose of permitting the Depositary to credit the interest, if any, received by it in respect of such permanent global Security to the
accounts of the beneficial owners thereof.


 


Any interest on any Registered Security
of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to
be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such defaulted interest and, if
applicable, interest on such defaulted interest (to the extent lawful) at the rate specified in the Securities of such series (such defaulted
interest and, if applicable, interest thereon herein collectively called “Defaulted Interest”) must be paid by the
Company as provided for in either clause (i) or (ii), at the Company’s election:


 


		(i)	The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series
are payable equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided in Section 1.06, not less than
10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been so given, such Defaulted Interest shall be paid to the Persons in whose name the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (ii); or



 






    32 


     


    

 


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



 


		(b)	The provisions of this Subsection may be made applicable to any series of Securities pursuant to Section
3.01 (with such modifications, additions or substitutions as may be specified pursuant to such Section 3.01). The interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset by the Company
on the date or dates specified on the face of such Security (each an “Optional Reset Date”). The Company may exercise
such option with respect to such Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to an
Optional Reset Date for such Security. Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner
provided for in Section 1.06, to the Holder of any such Security a notice (the “Reset Notice”) indicating whether the
Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable),
and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable), and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset
Date, to the Stated Maturity of such Security (each such period a “Subsequent Interest Period”), including the date
or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent
Interest Period.



 


Notwithstanding the foregoing, not later
than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate (or the spread or spread multiplier
used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish an interest rate (or the spread or
spread multiplier, if applicable) that is higher than the interest rate (or the spread or spread multiplier, if applicable) provided for
in the Reset Notice, for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in Section 1.06,
notice of such higher interest rate (or such higher spread or spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such Securities have not tendered
such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph, will bear such higher
interest rate (or such higher spread or spread multiplier, if applicable).


 






    33 


     


    

 


The Holder of any such Security will
have the option to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal to the
principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the
Holder must follow the procedures set forth in Article Fourteen for repayment at the option of Holders except that the period for delivery
or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the
Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke
such tender or repayment until the close of business on the tenth day before such Optional Reset Date.


 


Subject to the foregoing provisions
of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange for or
in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


Section
3.08 Optional Extension of Stated Maturity


 


The provisions of this Section
3.08 may be made applicable to any series of Securities pursuant to Section 3.01 (with such modifications, additions or substitutions
as may be specified pursuant to such Section 3.01). The Stated Maturity of any Security of such series may be extended at the option of
the Company for the period or periods specified on the face of such Security (each an “Extension Period”) up to but
not beyond the date (the “Final Maturity”) set forth on the face of such Security. The Company may exercise such option
with respect to any Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to the Stated Maturity
of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”). If the Company exercises
such option, the Trustee shall transmit, in the manner provided for in Section 1.06, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the “Extension Notice”) indicating: (i) the election of the Company
to extend the Stated Maturity; (ii) the new Stated Maturity; (iii) the interest rate, if any, applicable to the Extension Period; and
(iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s transmittal of the Extension Notice,
the Stated Maturity of such Security shall be extended automatically and, except as modified by the Extension Notice and as described
in the next paragraph, such Security will have the same terms as prior to the transmittal of such Extension Notice.


 


Notwithstanding the foregoing,
not later than 20 days before the Original Stated Maturity of such Security, the Company may, at its option, revoke the interest rate
provided for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit,
in the manner provided for in Section 1.06, notice of such higher interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended will bear such higher interest rate.


 


If the Company extends the
Maturity of any Security, the Holder will have the option to elect repayment of such Security by the Company on the original Stated Maturity
at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated
Maturity once the Company has extended the Maturity thereof, the Holder must follow the procedures set forth in Article Fourteen for repayment
at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35
days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension
Notice, the Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day
before the Original Stated Maturity.


 






    34 


     


    

 


Section
3.09 Persons Deemed Owners


 


Prior to due presentment of
a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment
of principal of (and premium, if any) and (subject to Section 3.05 and Section 3.07) interest, if any, on such Security and for all other
purposes whatsoever (other than the payment of Additional Amounts, if any), whether or not such Security be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


Title to any Bearer Security
and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose
of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupons be overdue,
and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


The Depositary for Securities
may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such global Security for all purposes
whatsoever (other than the payment of Additional Amounts, if any). None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.


 


Notwithstanding the foregoing,
with respect to any global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to
such global Security or impair, as between such depositary and owners of beneficial interests in such global Security, the operation of
customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.


 


Section
3.10 Cancellation


 


All Securities and coupons
surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against
any current or future sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All
securities and coupons so delivered to the Trustee shall be promptly cancelled by it. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever,
and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the
Company shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and certification
of their disposal delivered to the Company unless by Company Order the Company shall direct that cancelled Securities be returned to it.


 






    35 


     


    

 


Section
3.11 Computation of Interest


 


Except as otherwise specified
as contemplated by Section 3.01 with respect to any Securities, interest, if any, on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.


 


Section
3.12 Currency of Payments in Respect of Securities


 


Payment of the principal of
(and premium, if any) and interest, if any, on any Registered or Bearer Security will be made in the Currency in which such Registered
Security or Bearer Security, as the case may be, is payable.


 


Article
Four

SATISFACTION AND DISCHARGE


 


Section
4.01 Satisfaction and Discharge of Indenture


 


This Indenture shall upon
Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to
any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto
and any right to receive Additional Amounts as contemplated by Section 11.05) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when:


 


		(1)	either:



 


		(a)	all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining
thereto (other than: (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after
such exchange, whose surrender is not required or has been waived as provided in Section 3.05; (ii) Securities and coupons of such series
which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06; (iii) coupons appertaining
to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section
12.06; and (iv) Securities and coupons of such series for whose payment money has theretofore been deposited in trust with the Trustee
or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 11.03)
have been delivered to the Trustee for cancellation; or



 


		(b)	all Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto
not theretofore delivered to the Trustee for cancellation:



 


		(i)	have become due and payable;



 


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



 






    36 


     


    

 


		(iii)	if redeemable at the option of the Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;



 


and the Company, in the case of (i), (ii)
or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount
in the Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities
not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any), interest, if any, and Additional Amounts,
if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;


 


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



 


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



 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07, the obligations of the Trustee to any
Authenticating Agent under Section 7.12 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1)
of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 11.03 shall survive.


 


Section
4.02 Application of Trust Money


 


Subject to the provisions
of the last paragraph of Section 11.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied
by it, in accordance with the provisions of the Securities, the coupons 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 premium, if any) and interest, if any, for whose payment such money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by law.


 


Article
Five

SUBORDINATION OF THE SECURITIES


 


Section
5.01 Agreement to Subordinate


 


The Company covenants and
agrees, and each Holder of Securities, by its acceptance thereof, likewise agrees, that the payment of the principal of, premium, if any,
and interest on the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment
to the prior payment in full of all Senior Indebtedness.


 






    37 


     


    

 


Section
5.02 Distribution on Insolvency or Winding-Up


 


In the event of any Senior
Default or in the event that proceedings are commenced by or against the Company as a result of its insolvency or in the event of the
liquidation or winding-up of the Company or if proceedings are commenced which effect a reorganization, arrangement, or compromise of
debt of the Company:


 


		(1)	the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof,
the premium, if any, and the interest due thereon (including interest accruing after the commencement of any such proceeding at the rate
specified in the instrument or agreement evidencing the Senior Indebtedness, whether or not such interest is an allowable claim in any
such proceeding) before the Holders are entitled to receive any payment upon the principal of, premium, if any, and interest on indebtedness
evidenced by the Securities;



 


		(2)	any payment or distribution of assets of the Company of any kind or character, whether in cash, property
or securities, to which the Holders or the Trustee would be entitled except for the provisions of this Article 5 shall be paid by the
Person making such payment or distribution, whether the liquidator, agent or other agent or a trustee in bankruptcy or a receiver or otherwise,
directly to the holders of Senior Indebtedness or their representative or to the trustee under any indenture under which any instruments
evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to
pay in full all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness in respect thereof;



 


		(3)	in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders before all Senior Indebtedness
is paid in full, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, the holders of such
Senior Indebtedness or their representative or to the trustee under any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution
to the holders of such Senior Indebtedness in respect thereof; and



 


		(4)	any payments or distributions paid over to the holders of Senior Indebtedness pursuant to Section 5.02(c)
and not applied in reduction of the amounts owing to the Holders hereunder shall be deemed not to have discharged any of the obligations
of the Company hereunder (and, to the extent that by operation of applicable law they are treated as doing so, the Company covenants to
indemnify the Holders on demand from and against any loss suffered or incurred by them in consequence thereof).



 


Upon any payment or distribution
of assets of the Company referred to in this Article 5, the Trustee and the Holders shall be entitled to call for and rely upon a certificate,
addressed to the Trustee or to the Holders, of the Person making any such payment or distribution for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article 5.


 






    38 


     


    

 


Section
5.03 Subrogation of the Securities


 


Subject to the payment in
full of all Senior Indebtedness, the Holders shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments
and distributions of assets of the Company in respect of and on account of Senior Indebtedness, to the extent of the application thereto
of moneys or other assets which would have been received by the Holders but for the provisions of this Article 5, until the principal
of, premium, if any, and interest on the Securities shall be paid in full. No payment or distribution of assets of the Company to the
Holders which would be payable or distributable to the holders of Senior Indebtedness pursuant to this Article shall, as between the Company,
its creditors (other than the holders of Senior Indebtedness) and the Holders, be deemed to be a payment by the Company to or on account
of the Holders, it being understood that the provisions of this Article 5 are, and are intended, solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained in this
Article 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company and its creditors
(other than the holders of Senior Indebtedness and the Holders), the obligation of the Company, which is unconditional and absolute, to
pay to the Holders the principal of, premium, if any, and interest on the Securities as and when the same shall become due and payable
in accordance with their terms, or to affect the relative rights of the Holders and creditors of the Company other than the holders of
the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Securities from exercising all
remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 5,
of the holders of Senior Indebtedness upon the exercise of any such remedy.


 


Section
5.04 No Payment to Holders if Senior Indebtedness Due or in Default or Commencement of Proceedings


 


		(a)	Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, then, except
as hereinafter otherwise provided, all principal of, premium, if any, and interest on all such matured Senior Indebtedness shall first
be paid in full, or shall first have been duly provided for, before any payment on account of principal of, premium, if any, and interest
on the Securities is made.



 


		(b)	Upon the occurrence of any Senior Default, then, unless and until such default shall have been cured or
waived or shall have ceased to exist, no payment (by payment of principal or interest, purchase of Securities, redemption or otherwise)
shall be made by the Company with respect to the principal of, premium, if any, or interest on the Securities. In the event that, notwithstanding
the foregoing, the Company shall make any payment of principal of, premium, if any, or interest on the Securities after the happening
of such a default, then, except as hereinafter otherwise provided, unless and until such default shall have been cured or waived or shall
have ceased to exist, such payments shall be held in trust for the benefit of, and if and when such Senior Indebtedness shall have become
due and payable shall be paid over to, the holders of the Senior Indebtedness or their representative or to the trustee under any indenture
under which any instruments evidencing any of the Senior Indebtedness may have been issued, as their respective interests may appear,
for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in
full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness in respect thereof.



 






    39 


     


    

 


		(c)	The fact that any payment which is required to be made pursuant to this Indenture or the Securities is
prohibited by this Section 5.04 shall not prevent the failure to make such payment from being an Event of Default hereunder.



 


		(d)	The Company shall not grant and the Trustee and the Holders shall not be entitled to receive any mortgage,
charge, hypothec, assignment, pledge or other security interest against any of the property, assets or undertaking of the Company or any
of its Subsidiaries or Affiliates without the prior written consent of the holders of the Senior Indebtedness (other than trade creditors).



 


		(e)	Upon any default by the Company under this Indenture, the occurrence of any Event of Default or any Senior
Default, neither the Trustee nor any Holder shall be entitled to take or commence any action, suit, remedy or proceedings (whether judicial
or extra-judicial and including, without limitation, any action contemplated by Article 6) against the Company or any of its property,
assets or undertaking to collect or enforce payment of the principal and interest on the Securities or any other amounts owing under this
Indenture or to enforce the performance of any other covenant or obligation of the Company under this Indenture or the Securities (including,
without limitation, any action or proceeding for the payment of any principal of or interest on the Securities, the appointment of a liquidator
or receiver of the Company or any of its property, assets or undertaking for the winding up of the Company) unless and until the Senior
Indebtedness has been paid in full; provided however that the foregoing shall in no way prohibit, restrict or prevent the Trustee
from filing proofs of claim in any bankruptcy, reorganization or insolvency proceedings commenced by or against the Company by any Person
other than the Trustee or a Holder or taking steps in accordance with any subordination or postponement agreement entered into by the
Trustee on their own behalf or on behalf of the Holders as contemplated by Section 5.10.



 


Section
5.05 Payment of Securities Permitted


 


		(a)	Subject always to Section 5.10, nothing contained in this Indenture or in any of the Securities shall
prevent the Company at any time from making payments of the principal of, premium, if any on, or interest on the Securities provided that
no such payments will be made if a Senior Default has occurred unless and until such default has been cured or waived or has ceased to
exist.



 


		(b)	Until written notice shall be given to the Trustee by the Company or on behalf of any holder of any Senior
Indebtedness of the occurrence of any Senior Default or of the existence of any other facts which would have the result that any payment
with respect to the Securities would be in contravention of the provisions of this Article 5, the Trustee shall be entitled to assume
that no such default has occurred, or that no such facts exist; and nothing in this Indenture shall prevent the Trustee, prior to receipt
of such notice, from applying any moneys received by it pursuant to this Indenture prior to the receipt by it of such written notice,
to the purposes for which the same were received, notwithstanding the occurrence or continuance of a default with respect to, or the existence
of such facts with respect to, such Senior Indebtedness.



 






    40 


     


    

 


Section
5.06 Subordination Not to be Impaired


 


No right of any present or
future holder of any Senior Indebtedness of the Company to enforce the subordination provided for in this Article shall at any time be
prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any
such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or be otherwise charged with.


 


Section
5.07 Obligations Created by Article 5


 


Each of the Company and the
Trustee agrees, and each Holder of Securities, by its acceptance thereof, likewise agrees, that:


 


		(a)	the provisions of this Article 5 are an inducement and consideration to each holder of Senior Indebtedness
to give or continue credit to the Company or others or to acquire Senior Indebtedness;



 


		(b)	each holder of Senior Indebtedness may accept the benefit of this Article 5 on the terms and conditions
set forth in this Article 5 by giving or continuing credit to the Company or others or by acquiring Senior Indebtedness, in each case
without notice to the Trustee or any Holder and without establishing actual reliance on this Article 5; and



 


		(c)	each obligation created by this Article 5 is created for the benefit of the holders of Senior Indebtedness
and is hereby declared to be created in trust for those holders by the Company, the Trustee and each Holder of Securities and shall be
binding on the Company, the Trustee and each Holder of Securities whether or not the confirmation described in Section 5.10 is requested,
executed or delivered.



 


Section
5.08 No Set-Off


 


Each of the Company and the
Trustee agrees, and each Holder of Securities, by its acceptance thereof, likewise agrees, that it shall have no rights of set-off or
counterclaim with respect to the principal of, premium, if any, and interest on the Securities at any time when any payment of, or in
respect of, such amounts to the Trustee or the Holders is prohibited by this Article 5 or is otherwise required to be paid to the holders
of Senior Indebtedness or their representative or to the trustee under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, as their respective interests may appear.


 


Section
5.09 Amendments to Article 5


 


Each of the Company and the
Trustee agrees, and each Holder of Securities, by its acceptance thereof, likewise agrees, not to make any changes to (i) this Article
5, (ii) the definitions of Senior Indebtedness or Senior Default, or (iii) any other provision of this Indenture that makes reference
to this Article 5 or any provision of this Article 5, without the consent of each holder of Senior Indebtedness (other than trade creditors),
or their representative or the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may
have been issued.


 






    41 


     


    

 


Section
5.10 Authorization to Trustee to Effect Subordination


 


Each Holder of Securities,
by its acceptance thereof, authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to
effect the subordination provided for in this Article 5 and to acknowledge and confirm such subordination to any holder of Senior Indebtedness
and appoints the Trustee its attorney-in-fact for any and all such purposes, including confirmations that the holder or holders of any
Senior Indebtedness are entitled to all the rights and benefits of this Article 5 and that such holder of Senior Indebtedness may rely
on and enforce each of the terms of this Indenture including, without limitation, of this Article 5. Forthwith upon the request of any
holder of Senior Indebtedness or its representative or the trustee under any indenture under which any instruments evidencing any Senior
Indebtedness may have been issued, the Trustee shall execute and deliver to the Person making that request a form of such confirmation
or, with the advice of Counsel, any such subordination agreement, on its own behalf and on behalf of all Holders.


 


Article
Six

REMEDIES


 


Section
6.01 Events of Default


 


“Event of Default”,
wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is specifically deleted
or modified in or pursuant to a supplemental indenture, Board Resolution or Officers’ Certificate establishing the terms of such
series pursuant to Section 3.01 of this Indenture:


 


		(1)	default in the payment of any interest (including Additional Amounts) due on any Security of that series,
or any related coupon (including Additional Amounts), when such interest or coupon becomes due and payable, and continuance of such default
for a period of 30 days; or



 


		(2)	default in the payment of the principal (or premium, if any), or any Additional Amounts in respect of
any Security of that series at its Maturity; or



 


		(3)	default in the deposit of any sinking fund or analogous payment when due by the terms of any Security
of that series and Article Thirteen; or



 


		(4)	default in the performance, or breach, of any covenant or agreement of the Company in this Indenture which
affects or is applicable to the Securities of that series, and continuance of such default or breach for a period of 90 days after there
has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of all 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



 



    42 


     


    

 


		(5)	if an event of default (as defined in any indenture or instrument under which the Company or any Subsidiary
has at the time of this Indenture or shall thereafter have outstanding any indebtedness) shall have occurred and be continuing, or the
Company or any Subsidiary shall have failed to pay principal amounts with respect to such indebtedness at maturity and such event of default
or failure to pay shall have resulted in indebtedness under such indentures or instruments being declared due, payable or otherwise being
accelerated, in either event so that an amount in excess of the greater of $15,000,000 and 2% of Shareholders’ Equity shall be or
become due, payable and accelerated upon such declaration or prior to the date on which the same would otherwise have become due, payable
and accelerated (the “accelerated indebtedness”), and such acceleration shall not be rescinded or annulled, or such
event of default or failure to pay under such indenture or instrument shall not be remedied or cured, whether by payment or otherwise,
or waived by the holders of such accelerated indebtedness, then:



 


		(a)	if the accelerated indebtedness shall be as a result of an event of default which is not related to the
failure to pay principal or interest on the terms, at the times, and on the conditions set out in any such indenture or instrument, it
shall not be considered an Event of Default for purposes of this Indenture until 30 days after such indebtedness has been accelerated;
or



 


		(b)	if the accelerated indebtedness shall occur as a result of such failure to pay principal or interest or
as a result of an event of default which is related to the failure to pay principal or interest on the terms, at the times, and on the
conditions set out in any such indenture or instrument, and (i) if such accelerated indebtedness is, by its terms, Non-Recourse Debt to
the Company or a Subsidiary, it shall not be considered an Event of Default for purposes of this Indenture; or (ii) if such accelerated
indebtedness is recourse to the Company or a Subsidiary, any requirement in connection with such failure to pay or event of default for
the giving of notice or the lapse of time or the happening of any further condition, event or act under such other indenture or instrument
in connection with such failure to pay or event of default shall be applicable together with an additional seven days before being considered
an Event of Default for purposes of this Indenture; or



 


		(6)	the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under or subject to the U.S. Federal Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency
or analogous laws, or the issuance of a sequestration order or the (appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Company or in receipt of any substantial part of the property of the Company, and any such decree,
order or appointment continues unstayed and in effect for a period of 90 consecutive days; or



 


		(7)	the institution by the Company of proceedings to be adjudicated bankrupt or insolvent, or the consent
by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under or subject to the U.S. Federal Bankruptcy Code or any other federal, state or foreign bankruptcy,
insolvency or analogous laws or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by
it of a general assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally
as they become due or the taking by it of corporate action in furtherance of any of the aforesaid purposes; or



 


		(8)	any other Event of Default provided with respect to Securities of that series.



 






    43 


     


    

 


Section
6.02 Acceleration of Maturity; Rescission and Annulment


 


If an Event of Default described
in clause (1), (2), (3), (4), (5), or (8) of Section 6.01 with respect to Securities of any series at the time Outstanding occurs and
is continuing, then in every such case, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series, may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series
and all interest thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable. If an Event
of Default specified in Section 6.01(6) or 6.01(7) occurs and is continuing, then the principal amount of all the 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.


 


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


 


		(1)	the Company has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the
Securities of such series are payable:



 


		(b)	all overdue interest, if any, on all Outstanding Securities of that series (or of all series, as the case
may be) and any related coupons;



 


		(c)	all unpaid principal of (and premium, if any, on) any Outstanding Securities of that series (or of all
series, as the case may be) which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal
(and premium, if any) at the rate or rates prescribed therefor in such Securities;



 


		(d)	to the extent that payment of such interest is legally enforceable, interest on overdue interest at the
rate or rates prescribed therefor in such Securities; and



 


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



 


		(2)	all Events of Default with respect to Securities of that series (or of all series, as the case may be),
other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Securities of that series (or of all series,
as the case may be) 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.


 






    44 


     


    

 


Section
6.03 Collection of Debt and Suits for Enforcement by Trustee


 


The Company covenants that
if:


 


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



 


		(2)	default is made in the payment of the
                                            principal of (or premium, if any, on) any Security at the Maturity thereof;



 


then the Company will, upon
demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Securities and coupons, the whole amount then due and
payable on such Securities and coupons for principal (and premium, if any) and interest, if any, and interest on any overdue principal
(and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, their agents and counsel.


 


If the Company fails to pay
such amounts forthwith upon such demand, each of the Trustee, in its own name 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 decreed 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 Securities of any series (or of all series, as the case may be) 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 (or of all series, as the case may
be) 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
6.04 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,
premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


		(1)	to file and prove a claim for the whole
                                            amount of principal (and premium, if any), or such portion of the principal amount of any
                                            series of Original Issue Discount Securities or Indexed Securities as may be specified in
                                            the terms of such series, and interest, if any, 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



 




    45 


     


    

 


		(2)	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 to it for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section 7.07.


 


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.


 


Section
6.05 Trustee May Enforce Claims Without Possession of Securities


 


All rights of action and
claims under this Indenture or the Securities or coupons may be prosecuted and enforced by the Trustee without the possession of any
of the Securities or coupons 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 and coupons in respect of which such judgment has been recovered.


 


Section
6.06 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 or principal (or premium, if any) or interest, if any, upon presentation of the Securities or coupons,
or both, as the case may be, 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
7.07;



 


		Second:	to the payment of the amounts then
                                            due and unpaid for principal of (and premium, if any) and interest, if any, on the Securities
                                            and coupons 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 and coupons for principal (and premium, if any) and interest, if any,
                                            respectively; and



 


		Third:	the balance, if any, to the Company.



 


Section
6.07 Limitation on Suits


 


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


 


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



 






    46 


     


    

 


		(2)	the Holders of not less than 25% in principal
                                            amount of the Outstanding Securities of that series in the case of any Event of Default described
                                            in clause (1), (2), (3), (4), (5), or (8) of Section 6.01, or, in the case of any Event of
                                            Default described in clause (6) or (7) of Section 6.01, the Holders of not less than 25%
                                            in principal amount of all Outstanding Securities, shall have made written request to the
                                            Trustee to institute proceedings in respect of such Event of Default in their own names as
                                            Trustee hereunder;



 


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



 


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



 


		(5)	no direction inconsistent with such written
                                            request has been given to the Trustee during such 60-day period by the Holders of a majority
                                            or more in principal amount of the Outstanding Securities of that series in the case of any
                                            Event of Default described in clause (1), (2), (3), (4), (5), or (8) of Section 6.01, or
                                            in the case of any Event of Default described in clause (6) or (7) of Section 6.01, by the
                                            Holders of a majority or more in principal amount of all Outstanding Securities; 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 Holders of Securities of the same series, in the case
                                            of any Event of Default described in clause (1), (2), (3), (4), (5) or (8) of Section 6.01,
                                            or of Holders of all Securities in the case of any Event of Default described in clause (6)
                                            or (7) of Section 6.01, 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 Holders of Securities of the
                                            same series, in the case of any Event of Default described in clause (1), (2), (3), (4),
                                            (5) or (8) of Section 6.01, or of Holders of all Securities in the case of any Event of Default
                                            described in clause (6) or (7) of Section 6.01.



 


Section
6.08 Unconditional Right of Holders to Receive Principal, Premium 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,
as provided herein (including, if applicable, Article Fourteen) and in such Security, of the principal of (and premium, if any) and (subject
to Section 3.07) interest, if any, on, such Security or payment of such coupon on the respective Stated Maturities expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and subject to the limitations on a Holder’s ability
to institute suit contained Section 6.07, to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.


 


Section
6.09 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 of Securities and coupons 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.


 




    47 


     


    

 


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 or coupons in the last paragraph of Section
3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons 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 Security or coupon 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 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.


 


Section
6.12 Control by Holders


 


With respect to the Securities
of any series, the Holders of not less than a majority in principal amount of the Outstanding Securities of such 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, relating to or arising under clause (1), (2), (3), (4), (5) or (8) of Section 6.01, and, with respect
to all Securities, the Holders of not less than a majority in principal amount of all Outstanding Securities 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, not relating to or arising under clause (1), (2), (3), (4), (5) or (8) of Section 6.01, provided that
in each case:


 


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



 


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



 


		(3)	the Trustee need not take any action which
                                            might involve them in personal liability or be unjustly prejudicial to the Holders of Securities
                                            of such series not consenting.



 


Section
6.13 Waiver of Past Defaults


 


Subject to Section 6.02,
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 described in clause (1), (2), (3), (4), (5) or (8) of Section 6.01 (or, in
the case of a default described in clause (6) or (7) of Section 6.01, the Holders of not less than a majority in principal amount of
all Outstanding Securities may waive any such past default), and its consequences, except a default:


 


		(1)	in respect of the payment of the principal
                                            of (or premium, if any) or interest, if any, on any Security or any related coupon; or



 






    48 


     


    

 


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



 


Upon any such waiver, any
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 Event of Default or impair any right consequent
thereon.


 


Section
6.14 Waiver of Stay or Extension Laws


 


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


 


Section
6.15 Undertaking for Costs


 


In any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in Trust Indenture Legislation; provided, however, that
neither this Section nor the provisions of Section 315(e) of the Trust Indenture Act shall apply to any suit instituted by the
Trustee or by any Holder or group of Holders holding more than 10% in principal amount of all Outstanding Securities or by any Holder
of any Security on any suit for the enforcement of the right to receive the principal of and interest (including any Additional Amounts)
on any such Securities.


 


Article
Seven

THE TRUSTEE


 


Section
7.01 Notice of Defaults


 


Within a reasonable time,
but no more than 30 days after the Trustee has knowledge of any Default hereunder with respect to the Securities of any series, the Trustee
shall transmit in the manner and to the extent provided in Trust Indenture Legislation, including TIA Section 313(c), notice to the Holders
of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived (and, in the case where such Default
shall have been cured, the Trustee shall notify the Holders in writing of such cure in writing within a reasonable time, but not exceeding
30 days, after the Trustee has become aware that the Default has been cured); provided, however, that, except in the case
of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series or in the payment
of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series and
any related coupons and so advises the Company in writing; and provided  further that in the case of any Default
of the character specified in Section 6.01(4) with respect to Securities of such series, no such notice to Holders shall be given until
at least 30 days after the occurrence thereof.


 




    49 


     


    

 


Section
7.02 Certain Duties and Responsibilities of Trustee


 


		(a)	The Trustee, prior to the occurrence of
                                            an Event of Default and after the curing of all Events of Default that may have occurred,
                                            shall undertake to perform with respect to the Securities of any series such duties and only
                                            such duties as are specifically set forth in this Indenture, and no implied covenants shall
                                            be read into this Indenture against the Trustee.



 


		(b)	In all instances, in the exercise of the
                                            powers and discharge of obligations prescribed or conferred by the terms of this Indenture,
                                            the Trustee shall act honestly and in good faith with a view to the best interests of the
                                            Holders and exercise the care, diligence and skill that a reasonably prudent trustee in respect
                                            of indentures for the purpose of issuing corporate debt obligations would exercise in comparable
                                            circumstances.



 


		(c)	No provision of this Indenture shall be
                                            construed to relieve the Trustee from liability for its own actions or failure to act in
                                            accordance with Section 7.02(b), except that:



 


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



 


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



 


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



 


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



 




    50 


     


    

 


		(iii)	none of the provisions contained in
                                            this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur
                                            personal or any financial liability in the performance of any of its duties or in the exercise
                                            of any of its rights or powers; and



 


		(iv)	whether or not therein expressly so provided,
                                            except to the extent expressly provided herein to the contrary, every provision of this Indenture
                                            relating to the conduct or effecting the liability or affording protection to the Trustee
                                            shall be subject to the provisions of this Section.



 


Section
7.03 Certain Rights of Trustee


 


Subject to the provisions
of TIA Sections 315(a) through 315(d):


 


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



 


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



 


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



 


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



 


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



 


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



 




    51 


     


    

 


		(7)	in an Event of Default, the Trustee’s
                                            powers shall not be infringed upon so long as it acts in accordance with Section 7.02(b);



 


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



 


		(9)	the Trustee shall not be liable for any
                                            action taken, suffered or omitted by it in good faith and believed by it to be authorized
                                            or within the discretion or rights or powers conferred upon the Trustee by this Indenture
                                            so long as it acts in accordance with Section 7.02(b).



 


Section
7.04 Trustee Not Responsible for Recitals or Issuance of Securities


 


The recitals contained herein
and in the Securities, except for the Trustee’s certificates of authentication, and in any coupons shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee make
no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by the Trustee in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application
by the Company of Securities or the proceeds thereof. Nothing herein contained will impose on the Trustee any obligation to see to, or
to require evidence of, the registration or filing (or renewal thereof) of this Indenture or any supplemental indenture. The Trustee
shall not be bound to give notice to any person of the execution hereof.


 


Section
7.05 May Hold Securities


 


The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the Company or of the Trustee, in their individual or any other
capacity, may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company, including, without limitation, as a creditor of the Company, with the same rights they would have if they were not the Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent. If the Trustee resigns or is removed, it shall remain subject
to TIA Section 311(a) to the extent provided therein.


 


Section
7.06 Money Held in Trust


 


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


 


Section
7.07 Compensation and Reimbursement


 


The Company agrees:


 


		(1)	to pay to the Trustee from time to time
                                            reasonable compensation for all services rendered by them hereunder (which compensation shall
                                            not be limited by any provision of law in regard to the compensation of a trustee of an express
                                            trust); any invoices which remain outstanding for 30 days following the date of invoice shall
                                            accrue interest at the then current rate of interest charged by the Trustee to its corporate
                                            clients;



 






    52 


     


    

 


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



 


		(3)	to indemnify the Trustee for, and to hold
                                            it and its directors, officers, agents, representatives, successors, assigns and employees
                                            harmless against, any loss, liability or expense incurred without gross negligence, bad faith
                                            or willful misconduct on the part of the Trustee, arising out of or in connection with the
                                            acceptance or administration of the trust or trusts hereunder, including reasonable attorneys’
                                            fees and other reasonable costs and expenses of defending themselves against any claim or
                                            liability in connection with the exercise or performance of any of their powers or duties
                                            hereunder.



 


The obligations of the Company
under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify
and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of
this Indenture and the resignation or removal of the Trustee. As security for the performance of such obligations of the Company, the
Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons.


 


When the Trustee incurs expenses
or renders services in connection with an Event of Default specified in Section 6.01(6) or (7), the expenses (including reasonable charges
and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any
applicable U.S. federal or state bankruptcy, insolvency or other similar law.


 


The provisions of this Section
shall survive the termination of this Indenture.


 


Section
7.08 Corporate Trustee Required; Eligibility


 


		(a)	There shall be at all times a Trustee hereunder
                                            which shall be eligible to act as Trustee under TIA Section 310(a)(1). If at any time the
                                            Trustee shall cease to be eligible in accordance with the provisions of this Section, it
                                            shall resign immediately in the manner and with the effect hereinafter specified in this
                                            Article.



 


		(b)	The Trustee will not be required to give
                                            any bond or security in respect of the execution of the trusts and powers set out in this
                                            Indenture or otherwise in respect of the premises.



 


		(c)	Neither the Trustee nor any Affiliate of
                                            the Trustee shall be appointed a receiver or receiver and manager or liquidator of all or
                                            any part of the assets or undertaking of the Company.



 




    53 


     


    

 


Section
7.09 Resignation and Removal; Appointment of Successor


 


		(a)	No resignation or removal of the Trustee
                                            and no appointment of a successor Trustee pursuant to this Article shall become effective
                                            until the acceptance of appointment by the successor Trustee in accordance with the applicable
                                            requirements of Section 7.10.



 


		(b)	The Trustee may resign at any time with
                                            respect to the Securities of one or more series by giving written notice thereof to the Company.
                                            If the instrument of acceptance by a successor Trustee required by Section 7.10 shall not
                                            have been delivered to the Trustee within thirty (30) days after the giving of such notice
                                            of resignation, the resigning Trustee may petition any court of competent jurisdiction for
                                            the appointment of a successor Trustee with respect to the Securities of such series.



 


		(c)	The Trustee may be removed following thirty
                                            (30) days’ notice with respect to the Securities of any series by Act of the Holders
                                            of not less than a majority in principal amount of the Outstanding Securities of such series,
                                            delivered to the Trustee and to the Company.



 


		(d)	If at any time:



 


		(i)	the Trustee shall acquire any conflicting
                                            interest as defined in TIA Section 310(b) and fail to comply with the provisions of TIA Section
                                            310(b)(i); or



 


		(ii)	the Trustee shall fail to comply with
                                            the provisions of TIA Section 310(b) after written request therefor by the Company or by
                                            any Holder who has been a bona fide Holder of a Security for at least six months; or



 


		(iii)	the Trustee shall cease to be eligible
                                            under Section 7.08 and shall fail to resign after written request therefor by the Company
                                            or by any Holder who has been a bona fide Holder of a Security for at least six months; or



 


		(iv)	the Trustee shall become incapable of
                                            acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
                                            property shall be appointed or any public officer shall take charge or control of the Trustee
                                            or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;



 


then, in any such case, (i) the Company,
by a Board Resolution, may remove the Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder who has
been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment
of a successor Trustee.


 




    54 


     


    

 


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



 


		(f)	The Company shall give notice of each resignation
                                            and each removal of the Trustee with respect to the Securities of any series and each appointment
                                            of a successor Trustee with respect to the Securities of any series to the Holders of Securities
                                            of such series in the manner provided for in Section 1.06. Each notice shall include the
                                            name of the successor Trustee with respect to the Securities of such series and the address
                                            of its Corporate Trust Office.



 


Section
7.10 Acceptance of Appointment by Successor


 


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



 




    55 


     


    

 


		(b)	In case of the appointment hereunder of
                                            a successor Trustee with respect to the Securities of one or more (but not all) series, the
                                            Company, the retiring Trustee and each successor Trustee with respect to the Securities of
                                            one or more series shall execute and deliver an indenture supplemental hereto wherein each
                                            successor Trustee shall accept such appointment and which (i) shall contain such provisions
                                            as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor
                                            Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to
                                            the Securities of that or those series to which the appointment of such successor Trustee
                                            relates, (ii) if the retiring Trustee is not retiring with respect to all Securities, shall
                                            contain such provisions as shall be deemed necessary or desirable to confirm that all the
                                            rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
                                            of that or those series as to which the retiring Trustee is not retiring shall continue to
                                            be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions
                                            of this Indenture as shall be necessary to provide for or facilitate the administration of
                                            the trusts hereunder by more than one Trustee, it being understood that nothing herein or
                                            in such supplemental indenture shall constitute any such Trustees as co-trustees of the same
                                            trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate
                                            and apart from any trust or trusts hereunder administered by any other such Trustee; and
                                            upon the execution and delivery of such supplemental indenture the resignation or removal
                                            of the retiring Trustee shall become effective to the extent provided therein and each such
                                            successor Trustee, without any further act, deed or conveyance, shall become vested with
                                            all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
                                            of that or those series to which the appointment of such successor Trustee relates; but,
                                            on request of the Company or any successor Trustee, such retiring Trustee shall duly assign,
                                            transfer and deliver to such successor Trustee all property and money held by such retiring
                                            Trustee hereunder with respect to the Securities of that or those series to which the appointment
                                            of such successor Trustee relates. Whenever there is a successor Trustee with respect to
                                            one or more (but less than all) series of Securities issued pursuant to this Indenture, the
                                            terms “Indenture” and “Securities” shall have the meanings
                                            specified in the provisions to the respective definitions of those terms in Section 1.01
                                            which contemplate such situation.



 


		(c)	Upon reasonable request of any such successor
                                            Trustee, the Company shall execute any and all instruments for more fully and certainly vesting
                                            in and confirming to such successor Trustee all rights, powers and trusts referred to in
                                            paragraph (a) or (b) of this Section, as the case may be.



 


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



 


Section
7.11 Merger, Conversion, Consolidation or Succession to Business


 


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


 






    56 


     


    

 


Section
7.12 Appointment of Authenticating Agent


 


At any time when any of the
Securities remain outstanding, the Trustee may appoint an Authenticating Agent or Agents, with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series and the Trustee shall give written
notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in
the manner provided for in Section 1.06. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument
in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company.
Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States
of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, and subject to
supervision or examination by U.S. federal or state authority. If at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.


 


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


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating
Agent will serve, in the manner provided for in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


The Trustee agrees to pay
to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of Section 7.07.


 






    57 


     


    

 


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


 


(Certificate of Authentication
may be executed by the Trustee)


 


___________________, Inc.,
as Trustee, certifies that this is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


 


Dated: ________________________


 


	 	 
	 	as Trustee
	 	 
	 	By:	             
	 	As Authenticating Agent
	 	 
	 	By:	 
	 	Authorized Officer



 






    58 


     


    

 


Section
7.13 Reserved


 


Section
7.14 Other Rights of the Trustee


 


The Trustee shall retain
the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever,
the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering
or anti-terrorist legislation, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that
its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist
legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to all parties provided: (i) that
such Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are
rectified to such Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective.


 


The parties hereto acknowledge
that U.S. federal and state legislation addressing the protection of individuals’ personal information (collectively, “Privacy
Laws”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, neither party
shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Company, prior
to transferring, or causing to be transferred, personal information to the Trustee, shall obtain and retain required consents of the
relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents
either have been previously given and can be relied on or are not required under Privacy Laws. The Trustee shall use commercially reasonable
efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Trustee agrees to: (i) have designated a chief
privacy officer; (ii) maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint
or inquiry; (iii) use personal information solely for the purposes of providing its services under or ancillary to this Indenture and
not to use it for any other purpose except with the consent and direction of the Company; (iv) not sell or otherwise improperly disclose
personal information to any third party; and (v) use employee administrative, physical and technological safeguards to reasonably secure
and protect personal information against loss, theft or unauthorized access, use or modification.


 


It is expressly acknowledged
and agreed that the Trustee may, in the course of providing services hereunder, collect or receive, use and disclose financial and other
personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject
matter hereof, and use such information for the following purposes:


 


		(1)	to provide the services required under
                                            this Indenture and other services that may be requested from time to time;



 


		(2)	to help the Trustee manage its servicing
                                            relationships with such individuals;



 


		(3)	to meet the Trustee’s legal and
                                            regulatory requirements; and



 


		(4)	if social insurance numbers are collected
                                            by the Trustee, to perform tax reporting and to assist in verification of an individual’s
                                            identity for security purposes.



 






    59 


     


    

 


Further, each party agrees
that it shall not provide or cause to be provided to the Trustee any personal information relating to an individual who is not a party
to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses
and disclosures. Notwithstanding anything to the contrary herein, the Company and the Trustee may, without liability, disclose information
about the Holders and Beneficial Owners or Potential Holders or Beneficial Owners of the Securities pursuant to subpoena or other order
issued by a court of competent jurisdiction or when otherwise required by applicable law.


 


Unless otherwise notified,
the Trustee shall be entitled to assume that all payments have been made by the Company as required under this Indenture.


 


The Trustee may assume for
the purposes of this Indenture that any address on the register of the Holders of the Securities is the holder’s actual address
and is also determinative as to residency.


 


The Trustee shall have no
obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any
Securities provided such issue, exercise or transfer, as the case may be, is effected in accordance with the terms of this Indenture.
The Trustee shall be entitled to process all transfers of Securities upon the presumption that such transfers are permissible pursuant
to all applicable laws and regulatory requirements. The Trustee shall have no obligation to ensure that legends appearing on the Securities
certificates comply with regulatory requirements or securities laws of any applicable jurisdiction.


 


Except as provided in this
Indenture, the Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear
and reasonable documentation which complies with the terms of this Indenture; such document must not require the exercise of any discretion
or independent judgment.


 


The Trustee hereby accepts
the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth
and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time
be holders, subject to all the terms and conditions herein set forth.


 


Section
7.15 Third Party Interests


 


Each party to this Indenture
hereby represents to the Trustee that any account to be opened by, or interest to held by the Trustee in connection with this Indenture,
for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to
be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the
Trustee’s prescribed form as to the particulars of such third party.


 






    60 


     


    

 


Article
Eight

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
8.01 Company to Furnish Trustee Names and Addresses of Holders


 


The Company will furnish
or cause to be furnished to the Trustee: (i) not more than 15 days after each Regular Record Date, or such lesser time as reasonably
required by the Trustee, a list, in such form as the Trustee may reasonably require, of the names and addresses of Holders as of such
Regular Record Date; provided, however, that the Company shall not be obligated to furnish or cause to be furnished such
list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company or at
such times as the Trustee is acting as Security Registrar for the applicable series of Securities; and (ii) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished.


 


Section
8.02 Preservation of List of Names and Addresses of Holders


 


The Trustee shall preserve,
in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most
recent list furnished to it as provided in Section 8.01 and as to the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar for the applicable series of Securities (if acting in such capacity).


 


The Trustee may destroy any
list furnished to it as provided in Section 8.01 upon receipt of a new list so furnished.


 


Holders may communicate as
provided in TIA Section 312(b) with other Holders with respect to their rights under this Indenture or under the Securities.


 


Section
8.03 Disclosure of Names and Addresses of Holders


 


Every Holder of Securities
or coupons, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of
the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).


 


Section
8.04 Reports by Trustee


 


		(a)	Within 60 days after May 15 of each year
                                            commencing with the first year after the first issuance of Securities pursuant to this Indenture,
                                            the Trustee shall transmit to the Holders of Securities, in the manner and to the extent
                                            provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of
                                            such reporting date, if required by Section 313(a) of the Trust Indenture Act.



 




    61 


     


    

 


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



 


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



 


Section
8.05 Reports by the Company


 


		(a)	The Company will file with the Trustee,
                                            within 20 days after the Company files or furnishes them with the Commission, copies of the
                                            Company’s annual reports and of the information, documents and other reports (or copies
                                            of such portions of any of the foregoing as the Commission may by rules and regulations prescribe)
                                            which the Company is required to file or furnish with the Commission pursuant to Section
                                            13 or 15(d) of the Exchange Act.



 


Notwithstanding that the Company may
not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and
quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission,
the Company will continue to provide the Trustee:


 


		•	within 20 days after the time periods
                                            required for the filing or furnishing of such forms by the Commission, annual reports on
                                            Form 10-K or any successor form, quarterly reports on Form 10-Q or any successor form and
                                            current reports on Form 8-K or any successor form; and



 


		(b)	the Company will transmit to all Holders,
                                            in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
                                            within 30 days after the filing thereof with the Trustee, such summaries of any information,
                                            documents and reports required to be filed by the Company pursuant to paragraph (a) of this
                                            Section as may be required by rules and regulations prescribed from time to time by the Commission.



 


Article
Nine

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section
9.01 Company May Consolidate, etc., only on Certain Terms


 


The Company shall not merge
or consolidate with or merge into or enter into any statutory arrangement with any other Person, or, directly or indirectly, convey,
transfer or lease all or substantially all of its properties and assets to any Person, unless:


 


		(1)	the Person formed by or continuing from
                                            such merger or consolidation or into which the Company is merged or with which it enters
                                            into such statutory arrangement or the Person which acquires by operation of law or by conveyance
                                            or transfer, or which leases, all or substantially all of the properties and assets of the
                                            Company shall be a corporation, partnership or trust organized and validly existing under
                                            the laws of the United States of America or any state thereof or the District of Columbia
                                            or, if such merger, consolidation, statutory arrangement or other transaction would not impair
                                            the rights of Holders, any other country, and, unless the Company is the continuing corporation,
                                            shall expressly assume, by an indenture supplemental hereto, executed and delivered to the
                                            Trustee, in form satisfactory to the Trustee, the Company’s obligation for the due
                                            and punctual payment of the principal of (and premium, if any), and interest, if any, on
                                            all the Securities and the performance and observance of every covenant of this Indenture
                                            on the part of the Company to be performed or observed;



 






    62 


     


    

 


		(2)	immediately after giving effect to such
                                            transaction, no Default or Event of Default shall have happened and be continuing; and



 


		(3)	the Company or such Person shall have
                                            delivered to the Trustee an officers’ Certificate and an opinion of Counsel, each stating
                                            that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture
                                            comply with this Article and that all conditions precedent herein provided for relating to
                                            such transaction have been complied with.



 


This Section 9.01 shall only
apply to a merger or consolidation in which the Company is not the surviving Person and to conveyances, leases and transfers by the Company
as transferor or lessor.


 


Section
9.02 Successor Person Substituted


 


Upon any merger or consolidation
by the Company with or merger by the Company into any Person or a statutory arrangement or any conveyance, transfer or lease all or substantially
all of the properties and assets of the Company to any Person in accordance with Section 9.01, the successor Person formed by such merger
or consolidation or into which the Company is merged or statutory arrangement, or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein, and in the event of any such conveyance or transfer, the Company (which
term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any
successor Person which shall theretofore become such in the manner described in Section 9.01), except in the case of a lease, shall be
discharged of all obligations and covenants under this Indenture and the Securities and the coupons and may be dissolved and liquidated.


 


Article
Ten

SUPPLEMENTAL INDENTURES


 


Section
10.01 Supplemental Indentures Without Consent of Holders


 


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


 


		(1)	to evidence the succession of another
                                            Person to the Company and the assumption by any such successor of the covenants of the Company
                                            contained herein and in the Securities; or



 


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



 




    63 


     


    

 


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



 


		(4)	to add to or change any of the provisions
                                            of this Indenture to provide that Bearer Securities may be registrable as to principal, to
                                            change or eliminate any restrictions on the payment of principal of or any premium or interest
                                            on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered
                                            Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of
                                            other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated
                                            form; provided that any such action shall not adversely affect the interests of the
                                            Holders of Securities of any series or any related coupons in any material respect; or



 


		(5)	to change or eliminate any of the provisions
                                            of this Indenture; provided that any such change or elimination shall become effective
                                            only when there is no Security which is Outstanding of any series created prior to the execution
                                            of such supplemental indenture which is entitled to the benefit of such provision; or



 


		(6)	to establish the form or terms of Securities
                                            of any series as permitted by Sections 2.01 and 3.01; or



 


		(7)	to evidence and provide for the acceptance
                                            of appointment hereunder by a successor Trustee with respect to the Securities of one or
                                            more series and to add to or change any of the provisions of this Indenture as shall be necessary
                                            to provide for or facilitate the administration of the trusts hereunder by more than one
                                            Trustee, pursuant to the requirements of Section 7.10; or



 


		(8)	to close this Indenture with respect to
                                            the authentication and delivery of additional series of Securities, to cure any ambiguity,
                                            to correct or supplement any provision herein which may be inconsistent with any other provision
                                            herein, or to make any other provisions with respect to matters or questions arising under
                                            this Indenture; provided that any such action shall not adversely affect the interests
                                            of the Holders of Securities of any series and any related coupons in any material respect;
                                            or



 


		(9)	to supplement any of the provisions of
                                            this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
                                            and discharge of any series of Securities pursuant to Sections 4.01, 15.02 and 15.03; provided
                                            that any such action shall not adversely affect the interests of the Holders of Securities
                                            of such series and any related coupons or any other series of securities in any material
                                            respect; or



 


		(10)	to modify, eliminate or add to the provisions
                                            of this Indenture to such extent as shall be necessary to effect the qualifications of this
                                            Indenture under any applicable law of the United States or of any state thereof to the extent
                                            they do not conflict with the applicable law of the United States heretofore or hereafter
                                            enacted.



 




    64 


     


    

 


Section
10.02 Supplemental Indentures with Consent of Holders


 


With the consent of the Holders
of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying in any manner the rights of
the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security of such series,


 


		(1)	change the Stated Maturity of the principal
                                            of (or premium, if any) or any installment of interest on any Security of such series, or
                                            reduce the principal amount thereof (or premium, if any) or the rate of interest, if any,
                                            thereon, or change any obligation of the Company to pay Additional Amounts contemplated by
                                            Section 11.05 (except as contemplated by Section 9.01 and permitted by Section 10.01), or
                                            reduce the amount of the principal of an Original Issue Discount Security of such series
                                            that would be due and payable upon a declaration of acceleration of the Maturity thereof
                                            pursuant to Section 6.02 or the amount thereof provable in bankruptcy pursuant to Section
                                            6.04, or adversely affect any right of repayment at the option of any Holder of any Security
                                            of such series, or change any Place of Payment where, or the Currency in which, any Security
                                            of such series or any premium or interest thereon is payable, or impair the right to institute
                                            suit for the enforcement of any such payment on or after the Stated Maturity thereof (or,
                                            in the case of redemption or repayment at the option of the Holder, on or after the Redemption
                                            Date or Repayment Date, as the case may be), or adversely affect any right to convert or
                                            exchange any Security as may be provided pursuant to Section 3.01 herein, or



 


		(2)	reduce the percentage in principal amount
                                            of the Outstanding Securities of such series 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 which affect such series or certain defaults applicable to such series
                                            hereunder and their consequences provided for in this Indenture, or reduce the requirements
                                            of Section 16.04 for quorum or voting with respect to Securities of such series, or



 


		(3)	modify any of the provisions of this Section,
                                            Section 6.13 or Section 11.08, except to increase any such percentage or to provide that
                                            certain other provisions of this Indenture which affect such series cannot be modified or
                                            waived without the consent of the Holder of each Outstanding Security of such series.



 


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


 


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


 




    65 


     


    

 


Section
10.03 Execution of Supplemental Indentures


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, in addition to the documents required by Section 1.02, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted
by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects such Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Section
10.04 Effect of Supplemental Indentures


 


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


 


Section
10.05 Conformity with Trust Indenture Legislation


 


Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of Trust Indenture Legislation as then in effect.


 


Section
10.06 Reference in Securities to Supplemental Indentures


 


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


 


Section
10.07 Notice of Supplemental Indentures


 


Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 10.02, the Company shall give notice
thereof to the Holders of each outstanding Security affected, in the manner provided for in Section 1.06, setting forth in general terms
the substance of such supplemental indenture.


 


Article
Eleven

COVENANTS


 


Section
11.01 Payment of Principal, Premium, if any, and Interest


 


The Company covenants and
agrees for the benefit of the Holders of each series of Securities and any related coupons that it will duly and punctually pay the principal
of (and premium, if any) and interest, if any, on the Securities of that series in accordance with the terms of the Securities, any coupons
appertaining thereto and this Indenture. Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Securities,
any interest installments due on Bearer Securities on or before Maturity shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they severally mature.


 




    66 


     


    

 


Section
11.02 Maintenance of Office or Agency


 


		(a)	If the Securities of a series are issuable
                                            as Registered Securities, the Company will maintain in each Place of Payment for any series
                                            of Securities an office or agency where Securities of that series may be presented or surrendered
                                            for payment, where Securities of that series may be surrendered for registration of transfer
                                            or exchange, where Securities of that series that are convertible or exchangeable may be
                                            surrendered for conversion or exchange, as applicable, and where notices and demands to or
                                            upon the Company in respect of the Securities of that series and this Indenture may be served
                                            and, if the Securities of a series are also issuable as Bearer Securities, where Bearer Securities
                                            of that series and related coupons may be presented or surrendered for payment in the circumstances
                                            described in this Section 11.02.



 


		(b)	If Securities of a series are issuable
                                            as Bearer Securities, the Company will maintain: (i) an office or agency where any Registered
                                            Securities of that series may be presented or surrendered for payment, where any Registered
                                            Securities of that series may be surrendered for registration of transfer, where Securities
                                            of that series may be surrendered for exchange, where Securities of that series that are
                                            convertible or exchangeable may be surrendered for conversion or exchange, as applicable,
                                            where notices and demands to or upon the Company in respect of the Securities of that series
                                            and this Indenture may be served and where Bearer Securities of that series and related coupons
                                            may be presented or surrendered for payment in the circumstances described in the following
                                            paragraph (and not otherwise); (ii) subject to any laws or regulations applicable thereto,
                                            in a Place of Payment for that series, an office or agency where Securities of that series
                                            and related coupons may be presented and surrendered for payment; provided, however,
                                            that, if the Securities of that series are listed on any stock exchange located outside the
                                            United States and such stock exchange shall so require, the Company will maintain a Paying
                                            Agent for the Securities of that series in any required city located outside the United States
                                            so long as the Securities of that series are listed on such exchange; and (iii) subject to
                                            any laws or regulations applicable thereto, in a Place of Payment for that series located
                                            outside the United States an office or agency where any Registered Securities of that series
                                            may be surrendered for registration of transfer, where Securities of that series may be surrendered
                                            for exchange, where Securities of that series that are convertible and exchangeable may be
                                            surrendered for conversion or exchange, as applicable, and where notices and demands to or
                                            upon the Company in respect of the Securities of that series and this Indenture may be served.



 


		(c)	The Company will give prompt written notice
                                            to the Trustee of the location, and any change in the location, of such office or agency.
                                            If at any time the Company shall fail to maintain any such required office or agency or shall
                                            fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
                                            and demands may be made or served at the Corporate Trust Office of the Trustee, except that
                                            Bearer Securities of any series and the related coupons may be presented and surrendered
                                            for payment at the offices specified in the Security and the Company hereby appoints the
                                            same as its agents to receive such respective presentations, surrenders, notices and demands.



 




    67 


     


    

 


		(d)	The Company may also from time to time
                                            designate one or more other offices or agencies where the Securities of one or more series
                                            may be presented or surrendered for any or all such purposes and may from time to time rescind
                                            any such designation; provided, however, that no such designation or rescission
                                            shall in any manner relieve the Company of its obligation to maintain an office or agency
                                            in accordance with the requirements set forth above for securities of any series for such
                                            purposes. The Company will give prompt written notice to the Trustee of any such designation
                                            or rescission and of any change in the location of any such other office or agency. Unless
                                            otherwise specified with respect to any Securities as contemplated by Section 3.01 with respect
                                            to a series of Securities, the Company hereby provides that it shall serve as Paying Agent.



 


Section
11.03 Money for Securities Payments to Be Held in Trust


 


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


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities and any related coupons, it will, at least three Business Days in advance
of the due date of the principal of (or premium, if any) or interest, if any, on any Securities of that series, deposit with a Paying
Agent a sum (in the Currency described in the preceding paragraph) sufficient to pay the principal (or premium, if any) or interest,
if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such Paying Agent is such Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 


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


 


		(1)	hold all sums held by it for the payment
                                            of the principal of (and premium, if any) and interest, if any, on Securities of such series
                                            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;



 


		(2)	give the Trustee notice of any default
                                            by the Company (or any other obligor upon the Securities of such series) in the making of
                                            any payment of principal of (or premium, if any) or interest, if any, on the Securities of
                                            such series; and



 


		(3)	at any time during the continuance of
                                            any such default, upon the written request of the Trustee, forthwith pay to the Trustee all
                                            sums so held in trust by such Paying Agent.



 


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


 




    68 


     


    

 


Except as provided in the
Securities of any series, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment
of the principal of (or premium, if any) or interest, if any, on any Security of any series, or any coupon appertaining thereto, and
remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security or coupon shall
thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid
to the Company.


 


Section
11.04 Statement as to Compliance


 


The Company shall deliver
to the Trustee, on or before 120 days after the end of the Company’s fiscal year, an Officers’ Certificate stating that a
review of the activities of the Company during such fiscal year has been made under the supervision of the signing officers with a view
to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating,
as to each such officer signing such certificate, that the Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred and is continuing, describing all such Defaults or Events of Default of which
he or she may have knowledge and what action the Company is taking or propose to take with respect thereto). The Company shall deliver
to the Trustee upon demand evidence in such form as the Trustee may require as to compliance by the Company with any condition or covenant
of the Company set out herein relating to any action required or permitted to be taken by the Company under this Indenture or as a result
of any obligation imposed by this Indenture. For purposes of this Section, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.


 


Section
11.05 Additional Amounts


 


If specified pursuant to
Section 3.01, all payments made by or on behalf of the Company under or with respect to the Securities of any series will be made free
and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other
government charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the U.S.
Government or by any authority or agency therein or thereof having power to tax (“U.S. Taxes”), unless the Company
is required to withhold or deduct U.S. Taxes by law or by the interpretation or administration thereof by the relevant government authority
or agency. If the Company is so required to withhold or deduct any amount for or on account of U.S. Taxes from any payment made under
or with respect to the Securities, the Company will pay as additional interest such additional amounts (“Additional Amounts”)
as may be necessary so that the net amount received by each Holder after such withholding or deduction (including with respect to Additional
Amounts) will not be less than the amount the Holder would have received if such U.S. Taxes had not been withheld or deducted (a similar
payment will also be made to each Holder, other than excluded holders (as defined herein), that is exempt from withholding but required
to pay tax under the Internal Revenue Code of 1986, as amended (the “Code”) directly on amounts otherwise subject
to withholding): provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder
(an “Excluded Holder”) if the Holder or the beneficial owner of some or all of the payment to the Holder: (i) does
not deal at arm’s length with the Company (for purposes of the Code) at the time of the making of such payment; (ii) is subject
to such U.S. Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting
requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption
from, or a reduction in the rate of deduction or withholding of, such U.S. Taxes; (iii) is subject to such U.S. Taxes by reason of its
being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence
in or otherwise having some connection with the U.S. otherwise than by the mere holding of Securities or the receipt of payments thereunder;
or (iv) is subject to such U.S. Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of its
legal nature. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority
as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by
virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required
in accordance with applicable law. The Company will furnish to the Holders subject to withholding or deduction, within 60 days after
the date the payment of any U.S. Taxes is due pursuant to applicable law, certified copies of tax receipts or other satisfactory evidence
of such payment by the Company.


 




    69 


     


    

 


Promptly following the Company
becoming aware that the Company will be obligated to pay Additional Amounts with respect to a payment hereunder, the Company will deliver
to the Trustee and to any Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and
the amounts so payable. References in this Indenture to interest, principal or other payments made or to be made by the Company with
respect to the Securities shall be deemed also to refer to the payment of Additional Amounts provided for in Section 3.01 that may be
payable in respect thereof.


 


The provisions of this Section
11.05 shall survive any termination, defeasance or discharge of this Indenture.


 


Section
11.06 Payment of Taxes and Other Claims


 


The Company will pay or discharge
or cause to be paid or discharged, before the same shall become delinquent: (i) all material taxes, assessments and governmental charges
levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary; and (ii)
all material lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon any property or assets
of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.


 


Section
11.07 Corporate Existence


 


Subject to Article Nine,
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) and franchises of the Company; provided, however, that the Company shall not be required
to preserve any such right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect
to the Holders.


 


Section
11.08 Waiver of Certain Covenants


 


The Company may, with respect
to any series of Securities, omit in any particular instance to comply with any term, provision or condition which affects such series
set forth in Section 11.06 and Section 11.07, or, as specified pursuant to Section 3.01(17) for Securities of such series, in any covenants
of the Company added to this Article pursuant to Section 3.01(16) or Section 3.01(17) in connection with Securities of such series, if
before the time for such compliance the Holders of at least a majority in principal amount of all Outstanding Securities of any series,
by Act of such Holders, waive such compliance in such instance with such term, provision or condition, but no such waiver shall extend
to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee to Holders of Securities of such series in respect of any such term, provision
or condition shall remain in full force and effect.


 






    70 


     


    

 


Article
Twelve

REDEMPTION OF SECURITIES


 


Section
12.01 Applicability of Article


 


Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article.


 


Section
12.02 Election to Redeem; Notice to Trustee


 


The election of the Company
to redeem any securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company,
the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed and
shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant
to Section 12.03. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
evidencing compliance with such restriction.


 


Section
12.03 Selection by Trustee of Securities to Be Redeemed


 


If less than all the Securities
of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Securities of
such series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security
not redeemed to less than the minimum authorized denomination for Securities of such series established pursuant to Section 3.01.


 


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


 


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


 




    71 


     


    

 


Section
12.04 Notice of Redemption


 


Except as otherwise specified
as contemplated by Section 3.01, notice of redemption shall be given in the manner provided for in Section 1.06 not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. Failure to give notice in the manner provided
in Section 1.06 to the Holder of any Securities designated for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof.


 


All notices of redemption
shall state:


 


		(1)	the Redemption Date;



 


		(2)	the Redemption Price and the amount of
                                            accrued interest to the Redemption Date payable as provided in Section 12.06, if any;



 


		(3)	if less than all the Outstanding Securities
                                            of any series are to be redeemed, the identification (and, in the case of partial redemption,
                                            the principal amounts) of the particular Securities to be redeemed;



 


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



 


		(5)	that on the Redemption Date, the Redemption
                                            Price and accrued interest, if any, to the Redemption Date payable as provided in Section
                                            12.06 will become due and payable upon each such Security, or the portion thereof, to be
                                            redeemed and, if applicable, that interest thereon will cease to accrue on and after said
                                            date;



 


		(6)	the Place or Places of Payment where such
                                            Securities, together in the case of Bearer Securities with all coupons appertaining thereto,
                                            if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption
                                            Price and accrued interest, if any;



 


		(7)	that the redemption is for a sinking fund,
                                            if such is the case;



 


		(8)	that, unless otherwise specified in such
                                            notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied
                                            by all coupons maturing subsequent to the Redemption Date or the amount of any such missing
                                            coupon or coupons will be deducted from the Redemption Price unless security or indemnity
                                            satisfactory to the Company, the Trustee and any Paying Agent is furnished; and



 


		(9)	if Bearer Securities of any series are
                                            to be redeemed and any Registered Securities of such series are not to be redeemed, and if
                                            such Bearer Securities may be exchanged for Registered Securities not subject to redemption
                                            on such Redemption Date pursuant to Section 3.05 or otherwise, the last date, as determined
                                            by the Company, on which such exchanges may be made.



 




    72 


     


    

 


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


 


Section
12.05 Deposit of Redemption Price


 


At least three Business Days
prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 11.03) an amount of money in the Currency in which the Securities
of such series are payable sufficient to pay the Redemption Price of, and accrued interest, if any, on, all the Securities which are
to be redeemed on that date.


 


Section
12.06 Securities Payable on Redemption Date


 


Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Currency in which the Securities of such series are payable (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest,
if any) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining
to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided,
however, that interest represented by coupons shall be payable, unless otherwise specified as contemplated by Section 3.01, only
upon presentation and surrender of those coupons; and provided further that installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section
3.07.


 


If any Bearer Security surrendered
for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after
deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying
Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented by coupons shall be payable, unless otherwise
specified as contemplated by Section 3.01, only upon presentation and surrender of those coupons.


 


If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate of interest or Yield to Maturity (in the case of original Issue Discount Securities) set forth in
such Security.


 






    73 


     


    

 


Section
12.07 Securities Redeemed in Part


 


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


 


Section
12.08 Tax Redemption


 


If specified pursuant to
Section 3.01, the Securities of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal
to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice
as described below, if in regard to the Securities (i) the Company determines that: (a) as a result of any change in or amendment to
the laws (or any regulations or rulings promulgated thereunder) of the U.S. or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in position regarding application or interpretation of such laws, regulations or rulings
(including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after a
date specified pursuant to Section 3.01, if any date is so specified, the Company has or will become obligated to pay, on the next succeeding
date on which interest is due, Additional Amounts pursuant to Section 11.05; or (b) on or after a date specified pursuant to Section
3.01, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in,
the U.S. or any political subdivision or taxing authority thereof or therein, including any of those actions specified in (a) above,
whether or not such action was taken or decision was rendered with respect to the Company, or any change, amendment, application or interpretation
shall be proposed, which, in any such case, in the opinion of Counsel to the Company, will result in the Company becoming obligated to
pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series; and (ii) in
any such case, the Company in its business judgment determines that such obligation cannot be avoided by the use of reasonable measures
available to the Company; provided, however, that: (a) no such notice of redemption may be given earlier than 90 days prior
to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities
then due; and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.


 


In the event that the Company
elects to redeem the Securities pursuant to the provisions set forth in the preceding paragraph, the Company shall deliver to the Trustee
a certificate, signed by an authorized officer, stating that the Company is entitled to redeem the Securities pursuant to their terms.


 


Article
Thirteen

SINKING FUNDS


 


Section
13.01 Applicability of Article


 


Retirements of Securities
of any series pursuant to any sinking fund shall be made in accordance with the terms of such Securities and (except as otherwise specified
as contemplated by Section 3.01 for Securities of any series) in accordance with this Article.


 


The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein
referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash
amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 13.02. Each sinking fund payment shall
be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.


 




    74 


     


    

 


Section
13.02 Satisfaction of Sinking Fund Payments with Securities


 


Subject to Section 13.03,
in lieu of making all or any part of any mandatory sinking fund payment with respect to any Securities of a series in cash, the Company
may at its option: (i) deliver to the Trustee Outstanding Securities of a series (other than any previously called for redemption) theretofore
purchased or otherwise acquired by the Company together in the case of any Bearer Securities of such series with all un-matured coupons
appertaining thereto; and/or (ii) receive credit for the principal amount of Securities of such series which have been previously delivered
to the Trustee by the Company or for Securities of such series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of the
same series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided,
however, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose
by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.


 


Section
13.03 Redemption of Securities for Sinking Fund


 


Not less than 60 days 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 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 in the Currency in which the Securities of such series are payable and the portion
thereof, if any, which is to be satisfied by delivering or crediting Securities of that series pursuant to Section 13.02 (which Securities
will, if not previously delivered, accompany such certificate) and whether the Company intends to exercise its right to make a permitted
optional sinking fund payment with respect to such series.


 


Such certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the failure of the Company to deliver such certificate, the sinking
fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient
to redeem the principal amount of such Securities subject to a mandatory sinking fund payment without the option to deliver or credit
Securities as provided in Section 13.02 and without the right to make any optional sinking fund payment, if any, with respect to such
series.


 


Not more than 60 days before
each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 12.03 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 12.04. Such notice having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 12.06 and Section 12.07.


 


Prior to any sinking fund
payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 11.03) in cash a sum equal to any interest that will accrue to the date fixed for redemption
of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section.


 




    75 


     


    

 


Notwithstanding the foregoing,
with respect to a sinking fund for any series of Securities, if at any time the amount of cash to be paid into such sinking fund on the
next succeeding sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such
series, does not exceed in the aggregate $100,000, the Trustee, unless requested by the Company, shall not give the next succeeding notice
of the redemption of Securities of such series through the operation of the sinking fund. Any such unused balance of moneys deposited
in such sinking fund shall be added to the sinking fund payment for such series to be made in cash on the next succeeding sinking fund
payment date or, at the request of the Company, shall be applied at any time or from time to time to the purchase of Securities of such
series, by public or private purchase, in the open market or otherwise, at a purchase price for such Securities (excluding accrued interest
and brokerage commissions, for which the Trustee or any Paying Agent will be reimbursed by the Company) not in excess of the principal
amount thereof.


 


Article
Fourteen

REPAYMENT AT OPTION OF HOLDERS


 


Section
14.01 Applicability of Article


 


Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities
and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article.


 


Section
14.02 Repayment of Securities


 


Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities,
be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that at least three Business Days prior to the Repayment Date it
will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust
as provided in Section 11.03) an amount of money in the Currency in which the Securities of such series are payable sufficient to pay
the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest, if any, on, all the Securities or portions thereof, as the case may
be, to be repaid on such date.


 


Section
14.03 Exercise of Option


 


Securities of any series
subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to
Elect Repayment” form on the reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized
in writing), must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other
place or places which the Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later than
30 days prior to the Repayment Date. If less than the entire principal amount of such Security is to be repaid in accordance with the
terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities
of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any Security providing
for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount
of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid
is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof,
exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.


 




    76 


     


    

 


Section
14.04 When Securities Presented for Repayment Become Due and Payable


 


If Securities of any series
providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become
due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless
the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for repayment in accordance with such provisions, together with all
coupons, if any, appertaining thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid shall
be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided, however, that coupons
whose Stated Maturity is on or prior to the Repayment Date shall be payable, unless otherwise specified pursuant to Section 3.01, only
upon presentation and surrender of such coupons; and provided further that, in the case of Registered Securities, installments
of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 3.07.


 


If any Bearer Security surrendered
for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after
deducting from the amount payable therefor as provided in Section 14.02 an amount equal to the face amount of all such missing coupons,
or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security
or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided
in the preceding sentence, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest
represented by coupons shall be payable, unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender
of those coupons.


 


If the principal amount of
any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest,
if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield
to Maturity (in the case of Original Issue Discount Securities) set forth in such Security.


 


Section
14.05 Securities Repaid in Part


 


Upon surrender of any Registered
Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge and at the expense of the Company, a new Registered Security or Securities of the same series,
of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of
the principal of such Security so surrendered which is not to be repaid.


 




    77 


     


    

 


Article
Fifteen

DEFEASANCE AND COVENANT DEFEASANCE


 


Section
15.01 Company’s Option to Effect Defeasance or Covenant Defeasance


 


Except as otherwise specified
as contemplated by Section 3.01 for Securities of any series, the provisions of this Article shall apply to each series of Securities,
and the Company may, at its option, effect defeasance (as defined below) of the Securities of or within a series under Section 15.02,
or covenant defeasance (as defined below) of or within a series under Section 15.03 in accordance with the terms of such Securities and
in accordance with this Article.


 


Section
15.02 Defeasance and Discharge


 


Upon the Company’s
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be deemed
to have been discharged from its obligations with respect to such Outstanding Securities and any related coupons on the date the conditions
set forth in Section 15.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related
coupons, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 15.05 and the other Sections
of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Securities and any related
coupons and this Indenture insofar as such Securities and any related coupons are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Outstanding Securities and any related coupons to receive, solely from the trust
fund described in Section 15.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if
any) and interest, if any, on such Securities and any related coupons when such payments are due; (ii) the Company’s obligations
with respect to such Securities under Sections 3.04, 3.05, 3.06, 11.02 and 11.03 and with respect to the payment of Additional Amounts,
if any, on such Securities as contemplated by Section 11.05; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder;
and (iv) this Article. Subject to compliance with this Article, the Company may exercise its option under this Section notwithstanding
the prior exercise of its option under Section 15.03 with respect to such Securities and any related coupons.


 


Section
15.03 Covenant Defeasance


 


Upon the Company’s
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be released
from its obligations under Section 11.06 and Section 11.07, and, if specified pursuant to Section 3.01, its obligations under any other
covenant, with respect to such Outstanding Securities and any related coupons on and after the date the conditions set forth in Section
15.04 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any related coupons shall thereafter
be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all
other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such outstanding Securities and any
related coupons, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason
of reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under clauses (4), (5) or (9) of Section 6.01 or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and any related coupons shall be unaffected thereby.


 




    78 


     


    

 


Section
15.04 Conditions to Defeasance or Covenant Defeasance


 


The following shall be the
conditions to application of either Section 15.02 or Section 15.03 to any Outstanding Securities of or within a series and any related
coupons:


 


		(1)	The Company shall irrevocably have deposited
                                            or caused to be deposited with the Trustee (or another trustee satisfying the requirements
                                            of Section 7.08 who shall agree to comply with the provisions of this Article applicable
                                            to it) as trust funds in trust for the purpose of making the following payments, specifically
                                            pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities
                                            and any related coupons: (a) an amount (in such Currency in which such Securities and any
                                            related coupons are then specified as payable at Stated Maturity); or (b) Government Obligations
                                            applicable to such Securities (determined on the basis of the Currency in which such Securities
                                            are then specified as payable at Stated Maturity) which through the scheduled payment of
                                            principal and interest in respect thereof in accordance with their terms will provide, not
                                            later than one day before the due date of any payment of principal of and premium, if any,
                                            and interest, if any, under such Securities and any related coupons, money in an amount;
                                            or (c) a combination thereof, sufficient, in the opinion of a nationally recognized firm
                                            of independent public accountants expressed in a written certification thereof delivered
                                            to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other
                                            qualifying trustee) to pay and discharge: (i) the principal of (and premium, if any) and
                                            interest, if any, on such Outstanding Securities and any related coupons on the Stated Maturity
                                            (or Redemption Date, if applicable) of such principal (and premium, if any) or installment
                                            of interest, if any; (ii) any mandatory sinking fund payments or analogous payments applicable
                                            to such Outstanding Securities and any related coupons on the day on which such payments
                                            are due and payable in accordance with the terms of this Indenture and of such Securities
                                            and any related coupons; and (iii) all amounts due the Trustee under Section 7.07; provided
                                            that the Trustee shall have been irrevocably instructed to apply such money or the proceeds
                                            of such Government Obligations to said payments with respect to such Securities and any related
                                            coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section
                                            12.02 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities
                                            at a future date in accordance with the terms of the Securities of such series and Article
                                            Twelve hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if
                                            given, shall be given effect in applying the foregoing.



 


		(2)	No Default or Event of Default with respect
                                            to such Securities or any related coupons shall have occurred and be continuing on the date
                                            of such deposit or, insofar as clauses (7) and (8) of Section 6.01 are concerned, at any
                                            time during the period ending on the 91st day after the date of such deposit (it being understood
                                            that this condition shall not be deemed satisfied until the expiration of such period).



 


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



 




    79 


     


    

 


		(4)	In the case of an election under Section
                                            15.02, the Company shall have delivered to the Trustee an Opinion of Counsel in the United
                                            States stating that: (a) the Company has received from, or there has been published by, the
                                            Internal Revenue Service a ruling; or (b) since the date of execution of this Indenture,
                                            there has been a change in the applicable U.S. federal income tax law, in either case to
                                            the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding
                                            Securities and any related coupons will not recognize income, gain or loss for U.S. federal
                                            income tax purposes as a result of such defeasance and will be subject to U.S. federal income
                                            tax on the same amounts, in the same manner and at the same times as would have been the
                                            case if such defeasance had not occurred.



 


		(5)	In the case of an election under Section
                                            15.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United
                                            States to the effect that the Holders of such Outstanding Securities will not recognize income,
                                            gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance
                                            and will be subject to U.S. federal income tax on the same amounts, in the same manner and
                                            at the same times as would have been the case if such covenant defeasance had not occurred.



 


		(6)	Notwithstanding any other provisions of
                                            this Section, such defeasance or covenant defeasance shall be effected in compliance with
                                            any additional or substitute terms, conditions or limitations in connection therewith pursuant
                                            to Section 3.01.



 


		(7)	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 either the defeasance under Section 15.02 or the covenant
                                            defeasance under Section 15.03 (as the case may be), have been complied with.



 


Section
15.05 Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions


 


Subject to the provisions
of the last paragraph of Section 11.03, all money and Government Obligations (or other property as may be provided pursuant to Section
3.01) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively, for purposes of this Section,
the “Trustee”) pursuant to Section 15.04 in respect of such Outstanding Securities and any related coupons shall be
held in trust and applied by such Trustee, in accordance with the provisions of such Securities and any related coupons and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as such Trustee may
determine, to the Holders of such Securities and any related coupons of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and
indemnify such Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant
to Section 15.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law
is for the account of the Holders of such Outstanding Securities and any related coupons.


 


Anything in this Article
to the contrary notwithstanding, such Trustee shall deliver or pay to the Company from time to time upon Company Request any money or
Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 15.04 which, in the opinion of
a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to such Trustee,
are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance,
as applicable, in accordance with this Article.


 




    80 


     


    

 


Section
15.06 Reinstatement


 


If the Trustee or any Paying
Agent is unable to apply any money in accordance with Section 15.05 by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and such
Securities and any related coupons shall be revived and reinstated as though no deposit had occurred pursuant to Section 15.02 or Section
15.03, as the case may be, until such time as such Trustee or Paying Agent is permitted to apply all such money in accordance with Section
15.05; provided, however, that if the Company makes any payment of principal of (or premium, if any) or interest, if any,
on any such Security or any related coupon following the reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities and any related coupons to receive such payment from the money held by such Trustee or Paying Agent.


 


Article
Sixteen

MEETINGS OF HOLDERS OF SECURITIES


 


Section
16.01 Purposes for Which Meetings May Be Called


 


If Securities of a series
are issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities of such series.


 


Section
16.02 Call, Notice and Place of Meetings


 


		(1)	The Trustee may at any time call a meeting
                                            of Holders of Securities of any series for any purpose specified in Section 16.01, to be
                                            held at such time and at such place in The City of New York, as the Trustee shall determine.
                                            Notice of every meeting of Holders of Securities of any series, setting forth the time and
                                            the place of such meeting and in general terms the action proposed to be taken at such meeting,
                                            shall be given, in the manner provided for in Section 1.06, not less than 21 nor more than
                                            180 days prior to the date fixed for the meeting.



 


		(2)	In case at any time the Company, pursuant
                                            to a Board Resolution, or the Holders of at least 10% in principal amount of the outstanding
                                            Securities of any series shall have requested the Trustee to call a meeting of the Holders
                                            of Securities of such series for any purpose specified in Section 16.01, by written request
                                            setting forth in reasonable detail the action proposed to be taken at the meeting, and the
                                            Trustee shall not have made the first publication of the notice of such meeting within 21
                                            days after receipt of such request or shall not thereafter proceed to cause the meeting to
                                            be held as provided herein, then the Company or the Holders of Securities of such series
                                            in the amount above specified, as the case may be, may determine the time and the place in
                                            New York for such meeting and may call such meeting for such purposes by giving notice thereof
                                            as provided in paragraph (1) of this Section.



 






    81 


     


    

 


Section
16.03 Persons Entitled to Vote at Meetings


 


To be entitled to vote at
any meeting of Holders of Securities of any series, a Person shall be: (i) a Holder of one or more Outstanding Securities of such series;
or (ii) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such
series by such Holder of Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities
of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and their counsel
and any representatives of the Company and its counsel.


 


Section
16.04 Quorum; Action


 


The Persons entitled to vote
a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities
of such series; provided, however, that, if any action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the
outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities
of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting.
In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 16.02, except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the outstanding Securities of such series which shall constitute
a quorum.


 


Subject to the foregoing,
at the reconvening of any meeting adjourned for lack of a quorum the Persons entitled to vote 25% in principal amount of the Outstanding
Securities at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting.


 


Except as limited by the
proviso to Section 10.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted by the affirmative vote of the Holders of not less than a majority in principal amount of the outstanding Securities
of such series who have casted their votes; provided, however, that, except as limited by the proviso to Section 10.02,
any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum
is present as aforesaid by the affirmative vote of the Holders of not less than such specified percentage in principal amount of the
Outstanding Securities of such series.


 


Any resolution passed or
decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all
the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting.


 


Notwithstanding the foregoing
provisions of this Section, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or
taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders
of such series and one or more additional series:


 


		(1)	there shall be no minimum quorum requirement
                                            for such meeting; and



 




    82 


     


    

 


		(2)	the principal amount of the Outstanding
                                            Securities of such series that vote in favor of such request, demand, authorization, direction,
                                            notice, consent, waiver or other action shall be taken into account in determining whether
                                            such request, demand, authorization, direction, notice, consent, waiver or other action has
                                            been made, given or taken under this Indenture.



 


Section
16.05 Determination of Voting Rights; Conduct and Adjournment of Meetings


 


		(a)	Notwithstanding any provisions of this Indenture,
                                            the Trustee may make such reasonable regulations as the Trustee may deem advisable for any
                                            meeting of Holders of Securities of a series in regard to proof of the holding of Securities
                                            of such series and of the appointment of proxies and in regard to the appointment and duties
                                            of inspectors of votes, the submission and examination of proxies, certificates and other
                                            evidence of the right to vote, and such other matters concerning the conduct of the meeting
                                            as the Trustee shall deem appropriate. Except as otherwise permitted or required by any such
                                            regulations, the holding of Securities shall be proved in the manner specified in Section
                                            1.04 and the appointment of any proxyholder shall be proved in the manner specified in Section
                                            1.04 or by having the signature of the person executing the proxy witnessed or guaranteed
                                            by any trust company, bank or banker authorized by Section 1.04 to certify to the holding
                                            of Bearer Securities. Such regulations may provide that written instruments appointing proxyholders,
                                            regular on their face, may be presumed valid and genuine without the proof specified in Section
                                            1.04 or other proof.



 


		(b)	The Trustee shall, by an instrument in writing
                                            appoint a temporary chairman of the meeting, unless the meeting shall have been called by
                                            the Company or by Holders of Securities as provided in Section 16.02, in which case the Company
                                            or the Holders of Securities of the series calling the meeting, as the case may be, shall
                                            in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary
                                            of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal
                                            amount of the Outstanding Securities of such series represented at the meeting.



 


		(c)	At any meeting each Holder of a Security
                                            of such series or proxy shall be entitled to one vote for each $1,000 principal amount of
                                            Outstanding Securities of such series held or represented by him (determined as specified
                                            in the definition of “Outstanding” in Section 1.01); provided,
                                            however, that no vote shall be cast or counted at any meeting in respect of any Security
                                            challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
                                            The chairman of the meeting shall have no right to vote, except as a Holder of a Security
                                            of such series or a proxy.



 


		(d)	Any meeting of Holders of Securities of
                                            any series duly called pursuant to Section 16.02 at which a quorum is present may be adjourned
                                            from time to time by Persons entitled to vote a majority in principal amount of the Outstanding
                                            Securities of such series represented at the meeting; and the meeting may be held as so adjourned
                                            without further notice.



 


Section
16.06 Counting Votes and Recording Action of Meetings


 


The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers, if any,
of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors
of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached
to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in
Section 16.02 and, if applicable, Section 16.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee,
the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


 


Section
16.07 Waiver of Jury Trial


 


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 Securities or the transactions contemplated hereby.


 


Section
16.08 Counterparts


 


This Indenture may be executed
in any number of counterparts (either by facsimile or by original manual signature), each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and the same Indenture.


 






    83 


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.


 





	 	LOGIQ, INC.
	 	 
	 	By: 	        
	 	 
	 	Name: 	 
	 	 
	 	Title: 	 
	 	 
	 	 
	 	As Trustee


 


	 	By: 	 
	 	 
		
		Name: 	 
	 	 
		
	 	Title:	 



 




    84 


     


    

 


EXHIBIT A


 


FORMS OF CERTIFICATION


 


Refer to the materials attached
hereto.


 




    Exhibit A




     


    

 


EXHIBIT A-1


 


FORM OF CERTIFICATE TO BE GIVEN BY PERSON
ENTITLED TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE CERTIFICATE


 


LOGIQ, INC.


 


_____% Notes due _________________


 


This is to certify that as
of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account: (i) are owned by any person(s)
that is not a citizen or resident of the United States; a corporation or partnership (including any entity treated as a corporation or
partnership for United States Federal income tax purposes) created or organized in or under the laws of the United States, any state
thereof or the District of Columbia unless, in the case of a partnership, Treasury Regulations provide otherwise; any estate whose income
is subject to United States Federal income tax regardless of its source or; a trust if: (a) a United States court can exercise primary
supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions
of the trust; or (b) it was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury Regulations
to be treated as a United States person (“United States persons(s)”); (ii) are owned by United States person(s) that
are: (a) foreign branches of United States financial institutions (financial institutions, as defined in United States Treasury Regulation
Section 1.165-12(c)(1)(v) are herein referred to as “financial institutions”) purchasing for their own account or
for resale; or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise Logiq, Inc. or its
agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder); or (iii) are owned by United States or foreign financial institution(s)
for purposes of resale during the restricted period (as defined in United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)), this is to further certify that such financial institution has not acquired the Securities for purposes
of resale directly or indirectly to a United States person or to a person within the United States or its possessions.


 


As used herein, “United
States” means the United States of America (including the states and the District of Columbia); and its “possessions”
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


 


We undertake to advise you
promptly in writing on or prior to the date on which you intend to submit your certification relating to the above-captioned Securities
held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date,
and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


This certificate excepts
and does not relate to U.S. $__________ of such interest in the above-captioned Securities in respect of which we are not able to certify
and as to which we understand an exchange for an interest in a permanent global security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we do so certify.


 




    Exhibit A-1– page 1




     


    

 


We understand that this certificate
may be required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate
or a copy thereof to any interested party in such proceedings.


 


	Dated:	



[To be dated no earlier
than the 15th day prior to: (i) the Exchange Date; or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, applicable]


 


	 	[Name of Person Making Certification]
	 	 
	 	By: 	             
	 	 
	 	Name: 	 
	 	 
	 	Title:	 



 




    Exhibit A-1– page 2




     


    

 


EXHIBIT A-2


 


FORM OF CERTIFICATE TO BE GIVEN BY THE DEPOSITARY
IN CONNECTION WITH

 THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO 

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE


 


LOGIQ, INC.


 


____% Notes due ________________


 


This is to certify that based
solely on written certifications that we have receive in writing, by electronic transmission from each of the persons appearing in our
records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially
in the form attached hereto, as of the date hereof, U.S. $__________ principal amount of the above-captioned Securities: (i) is owned
by any person(s) that is not a citizen or resident of the United States; a corporation or partnership (including any entity treated as
a corporation or partnership for United States Federal income tax purposes) created or organized in or under the laws of the United States,
any state thereof or the District of Columbia unless, in the case of a partnership, Treasury Regulations provide otherwise; any estate
whose income is subject to United States Federal income tax regardless of its source or; a trust if: (a) a United States court can exercise
primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial
decisions of the trust; or (b) it was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury Regulations
to be treated as a United States person (“United States person(s)”); (ii) is owned by United States person(s) that
are: (a) foreign branches of United States financial institutions (financial institutions, as defined in U.S. Treasury Regulation Section
1.165-12(c)(1)(v) are herein referred to as “financial institutions”) purchasing for their own account or for resale;
or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such financial
institution has agreed, on its own behalf or through its agent, that we may advise Logiq, Inc. or its agent that such financial institution
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder); or (iii) is owned by United States or foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the
Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.


 


As used herein, “United
States” means the United States of America (including the states and the District of Columbia); and its “possessions”
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


 


We further certify that:
(i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary global
Security representing the above-captioned Securities excepted in the above-referenced certificates of member Organizations; and (ii)
as of the date hereof we have not received any notification from any of our Member organizations to the effect that the statements made
by such Member organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of
any interest) are no longer true and cannot be relied upon as of the date hereof.


 




    Exhibit A-2– page 1




     


    

 


We understand that this certification
is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate
or a copy thereof to any interested party in such proceedings.


 


	Dated:	 



[To be dated no earlier
than the 15th day prior to: (i) the Exchange Date; or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, applicable]


 


	 	[Insert name of Depositary]
	 	
	 	By: 	          
	 	 
	 	Name: 	 
	 	 
	 	Title:	 



 


 


Exhibit A-2– page 2