Exhibit
4.5


 


NAKED
BRAND GROUP LIMITED,


As
Issuer,


 


AND


 


_______________,


As
Trustee


 


INDENTURE


 


DATED
AS OF [__________] [___], 20[__]


 


SUBORDINATED
DEBT SECURITIES


 




    	 



     


    

 


CROSS-REFERENCE
TABLE (1)


 


	Section
    of Trust Indenture Act of 1939, as Amended	 	Indenture
	310(a)	 	7.10
	310(b)	 	7.09;
    7.11
	310(c)	 	Inapplicable
	311(a)	 	7.14
	311(b)	 	7.14
	311(c)	 	Inapplicable
	312(a)	 	5.02(a)
	312(b)	 	5.02(c)
	312(c)	 	Inapplicable
	313(a)	 	5.04(a)
	313(b)	 	5.04(b)
	313(c)	 	5.04(a);
    5.04(b)
	313(d)	 	5.04(c)
	314(a)	 	5.03;
    4.06
	314(b)	 	Inapplicable
	314(c)	 	13.07
	314(d)	 	Inapplicable
	314(e)	 	13.07
	314(f)	 	Inapplicable
	315(a)	 	7.01(a);
    7.03
	315(b)	 	7.02
	315(c)	 	7.01
	315(d)	 	7.01(b)
	315(e)	 	6.07;
    7.07
	316(a)	 	6.06;
    8.04
	316(b)	 	6.04
	316(c)	 	8.01
	317(a)	 	6.02
	317(b)	 	4.03
	318(a)	 	13.09


 





 



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


 




    	i



     


    

 


TABLE
OF CONTENTS (2)


 


	ARTICLE
    I DEFINITIONS	1
	 	 
	SECTION
    1.01 DEFINITIONS OF TERMS	1
	 	 
	ARTICLE
    II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	4
	 	 
	SECTION
    2.01 DESIGNATION AND TERMS OF SECURITIES	4
	SECTION
    2.02 FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE	6
	SECTION
2.03 DENOMINATIONS: PROVISIONS FOR PAYMENT	6
	SECTION
2.04 EXECUTION AND AUTHENTICATION	7
	SECTION
    2.05 REGISTRATION OF TRANSFER AND EXCHANGE	8
	SECTION
2.06 TEMPORARY SECURITIES	8
	SECTION
    2.07 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES	9
	SECTION
2.08 CANCELLATION	9
	SECTION
2.09 BENEFITS OF INDENTURE	9
	SECTION
2.10 AUTHENTICATING AGENT	10
	SECTION
2.11 GLOBAL SECURITIES	10
	 	 
	ARTICLE
    III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	11
	 	 
	SECTION
    3.01 REDEMPTION	11
	SECTION
    3.02 NOTICE OF REDEMPTION	12
	SECTION
    3.03 PAYMENT UPON REDEMPTION	12
	SECTION
    3.04 SINKING FUND	13
	SECTION
    3.05 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	13
	SECTION
    3.06 REDEMPTION OF SECURITIES FOR SINKING FUND	13
	 	 
	ARTICLE
    IV COVENANTS	13
	 	 
	SECTION
    4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	13
	SECTION
    4.02 MAINTENANCE OF OFFICE OR AGENCY	14
	SECTION
    4.03 PAYING AGENTS	14
	SECTION
    4.04 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE	15
	SECTION
    4.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS	15
	SECTION
    4.06 STATEMENT BY OFFICERS AS TO DEFAULT	15
	 	 
	ARTICLE
    V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	15
	 	 
	SECTION
    5.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS	15
	SECTION
    5.02 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS	15
	SECTION
    5.03 REPORTS BY THE COMPANY	16
	SECTION
    5.04 REPORTS BY THE TRUSTEE	16
	 	 
	ARTICLE
    VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	16
	 	 
	SECTION
    6.01 EVENTS OF DEFAULT	16
	SECTION
    6.02 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	18
	SECTION
    6.03 APPLICATION OF MONEYS COLLECTED	19
	SECTION
    6.04 LIMITATION ON SUITS	19
	SECTION
    6.05 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER	20
	SECTION
    6.06 CONTROL BY SECURITYHOLDERS	20


 




    	ii



     


    

 


	SECTION
    6.07 UNDERTAKING TO PAY COSTS	20
	 	 
	ARTICLE
    VII CONCERNING THE TRUSTEE	21
	 	 
	SECTION
    7.01 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE	21
	SECTION
7.02 NOTICE OF DEFAULTS	22
	SECTION
7.03 CERTAIN RIGHTS OF TRUSTEE	22
	SECTION
7.04 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES	23
	SECTION
7.05 MAY HOLD SECURITIES	23
	SECTION
7.06 MONEYS HELD IN TRUST	23
	SECTION
7.07 COMPENSATION AND REIMBURSEMENT	23
	SECTION
7.08 RELIANCE ON OFFICERS’ CERTIFICATE	24
	SECTION
    7.09 DISQUALIFICATION; CONFLICTING INTERESTS	24
	SECTION
    7.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	24
	SECTION
7.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	25
	SECTION
7.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	25
	SECTION
7.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	26
	SECTION
7.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY	27
	 	 
	ARTICLE
    VIII CONCERNING THE SECURITYHOLDERS	27
	 	 
	SECTION
8.01 EVIDENCE OF ACTION BY SECURITYHOLDERS	27
	SECTION
8.02 PROOF OF EXECUTION BY SECURITYHOLDERS	27
	SECTION
8.03 WHO MAY BE DEEMED OWNERS	27
	SECTION
8.04 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED	28
	SECTION
8.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS	28
	 	 
	ARTICLE
    IX SUPPLEMENTAL INDENTURES	28
	 	 
	SECTION
9.01 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS	28
	SECTION
9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS	29
	SECTION
9.03 EFFECT OF SUPPLEMENTAL INDENTURES	30
	SECTION
9.04 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES	30
	SECTION
9.05 EXECUTION OF SUPPLEMENTAL INDENTURES	30
	 	 
	ARTICLE
    X SUCCESSOR ENTITY	30
	 	 
	SECTION
    10.01 COMPANY MAY CONSOLIDATE, ETC	30
	SECTION
10.02 SUCCESSOR ENTITY SUBSTITUTED	31
	SECTION
10.03 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE	31
	 	 
	ARTICLE
    XI SATISFACTION AND DISCHARGE; DEFEASANCE	31
	 	 
	SECTION
11.01 SATISFACTION AND DISCHARGE	31
	SECTION
11.02 DEFEASANCE	32
	SECTION
11.03 DEPOSITED MONEYS TO BE HELD IN TRUST	33
	SECTION
11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS	33
	SECTION
11.05 REPAYMENT TO COMPANY	33
	 	 
	ARTICLE
    XII IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS	33
	 	 
	SECTION
12.01 NO RECOURSE	33
	 	 
	ARTICLE
    XIII MISCELLANEOUS PROVISIONS	34
	 	 
	SECTION
    13.01 EFFECT ON SUCCESSORS AND ASSIGNS	34
	SECTION
13.02 ACTIONS BY SUCCESSOR	34
	SECTION
13.03 SURRENDER OF COMPANY POWERS	34
	SECTION
13.04 NOTICES	34


 




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	SECTION
    13.05 GOVERNING LAW; WAIVER OF TRIAL BY JURY	34
	SECTION
13.06 TREATMENT OF SECURITIES AS DEBT	34
	SECTION
13.07 COMPLIANCE CERTIFICATES AND OPINIONS	34
	SECTION
13.08 PAYMENTS ON BUSINESS DAYS	35
	SECTION
13.09 CONFLICT WITH TRUST INDENTURE ACT	35
	SECTION
13.10 COUNTERPARTS	35
	SECTION
13.11 SEPARABILITY	35
	SECTION
13.12 ASSIGNMENT	35
	 	 
	ARTICLE
    XIV SUBORDINATION OF SECURITIES	36
	 	 
	SECTION
14.01 SUBORDINATION TERMS	36


 


 






 (2)
This Table of Contents does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of
its terms or provisions.


 




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INDENTURE,
dated as of [__________] [___], 20[__], between Naked Brand Group Limited, an Australian public limited company (the “Company”),
and [_____________], a [_____________], as trustee (the “Trustee”):


 


RECITALS
OF THE COMPANY


 


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


 


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


 


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


 


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


 


ARTICLE
I


DEFINITIONS


 


SECTION
1.01 DEFINITIONS OF TERMS.


 


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


 


“ARTICLE”,
“SECTION” or other subdivisions refer to Articles, Sections or other subdivisions of this Indenture.


 


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


 


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


 


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


 


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


 


“BUSINESS
DAY” means, with respect to any series of Securities, any day other than a Saturday or Sunday, or a day on which federal
or state banking institutions in [________], are authorized or obligated by law, executive order or regulation to close.


 


“CERTIFICATE”
means a certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer
of the Company. The Certificate need not comply with the provisions of Section 13.07.


 


“COMMISSION”
means the Securities and Exchange Commission.


 


“COMPANY”
means Naked Brand Group Limited, an Australian public limited company, and its subsidiaries, and, subject to the provisions of
Article X, shall also include its successors and assigns.


 




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


 


“COVENANT
DEFEASANCE” has the meaning given in Section 11.02.


 


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


 


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


 


“DEFAULTED
INTEREST” has the meaning given in Section 2.03.


 


“DEPOSITARY”
means, with respect to Securities of any series, for which the Company shall determine that such Securities will be issued as
a Global Security, [________], another clearing agency, or any successor registered as a clearing agency under the Exchange Act,
or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section
2.01 or 2.11.


 


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


 


“EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.


 


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


 


“GOVERNMENTAL
OBLIGATIONS” means securities that are (i) direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America that, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect
to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held
by such custodian for the account of the Holder of such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the Holder of such depositary receipt from any
amount received by the custodian in respect of the Governmental Obligation or the specific payment of principal of or interest
on the Governmental Obligation evidenced by such depositary receipt.


 


“HEREIN”,
“HEREOF” and “HEREUNDER”, and other words of similar import, refer to this Indenture as a whole and not
to any particular Article, Section or other subdivision.


 


“INCLUDING”,
unless the context requires otherwise, means including without limitation.


 


“INDENTURE”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and
any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series
of Securities established as contemplated by Section 2.01.


 


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


 


“LEGAL
DEFEASANCE” has the meaning given in Section 11.02.


 




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“OFFICERS’
CERTIFICATE” means a certificate signed by the Executive Chairman, Chief Executive Officer, President or a Vice President
and by the Chief Financial Officer, Treasurer or an Assistant Treasurer or the Controller or an Assistant Controller or the Secretary
or an Assistant Secretary of the Company that is delivered to the Trustee in accordance with the terms hereof. Each such certificate
shall include the statements provided for in Section 13.07, if and to the extent required by the provisions thereof.


 


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


 


“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 6.01.


 


“OUTSTANDING”,
when used with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time,
all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that
have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the
Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent);
provided, however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice
of such redemption shall have been given as in Article III; or provision satisfactory to the Trustee shall have been made for
giving such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated
and delivered pursuant to the terms of Section 2.07; provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder as of any date, the principal amount of an Original Issue Discount Security which shall
be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration
of the maturity thereof to such date pursuant to Section 6.01.


 


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


 


“PREDECESSOR
SECURITY” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 2.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.


 


“RESPONSIBLE
OFFICER” when used with respect to the Trustee means any officer assigned to the [________________] [Division / Unit] (or
any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility
for the administration of this Indenture, and for the purposes of Section 7.01(b)(ii) and Section 315(b) of the Trust Indenture
Act shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of his or her knowledge
of and familiarity with the particular subject.


 


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


 


“SECURITIES
ACT” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.


 


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


 


“SECURITY
REGISTER” has the meaning given in Section 2.05.


 




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“SECURITY
REGISTRAR” has the meaning given in Section 2.05.


 


“SENIOR
INDEBTEDNESS” means the principal of (and premium, if any) and interest (including any interest accruing subsequent to the
filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest
is an allowed claim under applicable law) on any indebtedness of the Company, incurred or assumed, unless, in the case of any
particular indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly
provides that such indebtedness shall not be senior in right of payment to the Securities. Notwithstanding the foregoing, “SENIOR
INDEBTEDNESS” shall not include (i) any indebtedness of the Company to a Subsidiary of the Company or any Affiliate of the
Company or any of such Affiliate’s Subsidiaries, (ii) indebtedness to, or guaranteed on behalf of, any shareholder, director,
officer or employee of the Company or any Subsidiary of the Company (including, without limitation, amounts owed for compensation),
(iii) indebtedness to trade creditors and other amounts incurred in connection with obtaining goods, materials or services, (iv)
any liability for federal, state, local or other taxes owed or owing by the Company, (v) that portion of any indebtedness incurred
in violation of an incurrence test applicable to a series of the Securities, (vi) that portion of any indebtedness which, when
incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the
Company and (vii) that portion of any indebtedness which is, by its express terms, subordinated in right of payment to the Securities.


 


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


 


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


 


“TRUST
INDENTURE ACT” means the Trust Indenture Act of 1939, as amended, subject to the provisions of Sections 9.01, 9.02, and
10.01, as in effect at the date of execution of this instrument.


 


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


 


ARTICLE
II


ISSUE,
DESCRIPTION, TERMS, EXECUTION,


REGISTRATION
AND EXCHANGE OF SECURITIES


 


SECTION
2.01 DESIGNATION AND TERMS OF SECURITIES.


 


The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series up to the aggregate principal amount, if any, of Securities of that series from time to time
authorized by or pursuant to a Board Resolution or pursuant to one or more indentures supplemental hereto. Prior to the initial
issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution, and set forth in an Officers’
Certificate, or established in one or more indentures supplemental hereto:


 


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


 


(2)
any limit upon the aggregate principal amount of the Securities of that series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of that series);


 




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


 


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


 


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


 


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


 


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


 


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


 


(9)
any additional or different subordination terms applicable to the Securities of the series;


 


(10)
the form of the Securities of the series, including the form of the Trustee’s certificate of authentication for such series;


 


(11)
if other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in which
the Securities of the series shall be issuable (including denominations of foreign currency);


 


(12)
any and all other terms with respect to such series (which terms shall not be inconsistent with the terms of this Indenture);


 


(13)
whether the Securities of the series are issuable as a Global Security and, in such case, the identity of the Depositary for such
series and any other or different terms in respect of such Global Security;


 


(14)
whether the Securities of the series will be convertible into ordinary shares or other securities of the Company and, if so, the
terms and conditions upon which such Securities will be so convertible, including the conversion price and the conversion period;


 


(15)
if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;


 


(16)
any additional or different Events of Default or restrictive covenants provided for with respect to the Securities of the series;


 


(17)
if applicable, that the Securities of the series, in whole or in specified part, shall be defeasible pursuant to Section 11.02
and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be
evidenced;


 


(18)
if other than the currency of the United States of America, the currency, currencies or currency units in which the principal
of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof
in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
in Section 1.01, and/or the property, including securities of the Company, in which the principal of or any premium or interest
on any Securities of the series may be payable and the terms and conditions of such payment in property, including whether at
the option of the Company or the Securityholder; and


 




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(19)
the terms and conditions, if any, upon which the Company shall pay amounts in addition to the stated interest, premium, if any
and principal amounts of the Securities of the series to any Securityholder that is not a “United States person” for
federal tax purposes.


 


All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided
in or pursuant to any such Board Resolution or in any indentures supplemental hereto. If any of the terms of the series are established
by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate
setting forth the terms of the series. Securities of any particular series may be issued at various times, with different dates
on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods
by which rates of interest may be determined, with different dates on which such interest may be payable and with different redemption
dates. Notwithstanding Section 2.01(2) and unless otherwise expressly provided with respect to a series of Securities, the aggregate
principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum
aggregate principal amount authorized with respect to such series as increased.


 


SECTION
2.02 FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE.


 


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


 


SECTION
2.03 DENOMINATIONS: PROVISIONS FOR PAYMENT.


 


The
Securities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.01(11). The Securities of a particular series shall bear interest payable on the dates
and at the rates specified or provided for with respect to that series. Except as contemplated by Section 2.01(18), the principal
of and the interest on the Securities of any series, as well as any premium thereon in case of redemption thereof prior to maturity,
shall be payable in the coin or currency of the United States of America that at the time is legal tender for public and private
debt, at the office or agency of the Company maintained for that purpose in [_____________]; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. Each Security shall be dated the date of its authentication by the Trustee. Except as contemplated
by Section 2.01(4), interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months.
Except as contemplated by Section 2.01(5), the interest installment on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security
(or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment.
In the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent
to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security
will be paid upon presentation and surrender of such Security as provided in Section 3.03. Any interest on any Security that is
payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant regular
record date by virtue of having been such Holder; and such Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below:


 




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(1)
The Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest,
which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor
to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Security Register
(as hereinafter defined), not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted
Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
in whose names such Securities (or their respective Predecessor Securities) are registered on such special record date.


 


(2)
The Company may make payment of any Defaulted Interest on any Securities in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee. Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular
record date” as used in this Section with respect to a series of Securities with respect to any Interest Payment Date for
such series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month,
or the last day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant
to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is
a Business Day. Subject to the foregoing provisions of this Section, each Security of a series delivered under this Indenture
upon transfer of or in exchange for or in lieu of any other Security of such series shall carry the rights to interest accrued
and unpaid, and to accrue, that were carried by such other Security.


 


SECTION
2.04 EXECUTION AND AUTHENTICATION.


 


The
Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one
of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a
manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice
President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary
thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person
shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange
rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an
Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. At any time
and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery
of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee
in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms
thereof have been established in conformity with the provisions of this Indenture and that such Securities, when authenticated
and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject
to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee
shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not
reasonably acceptable to the Trustee.


 




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SECTION
2.05 REGISTRATION OF TRANSFER AND EXCHANGE.


 


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


 


(b)
The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in [_____________], or such other
location designated by the Company a register or registers (herein referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities
as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the
purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution
(the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated
for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name
of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate
principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section,
shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer,
in form satisfactory to the Company or the Security Registrar, duly executed by the registered Holder or by such Holder’s
duly authorized attorney in writing.


 


(c)
No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case
of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any
transfer. The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding
Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer
of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are,
with respect to any Global Security, subject to Section 2.11 hereof.


 


SECTION
2.06 TEMPORARY SECURITIES.


 


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


 




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SECTION
2.07 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.


 


In
case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the
next succeeding sentence) shall execute, and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate
and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity as may be required
by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the
Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security and
of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request
or authorization of any officer of the Company. Upon the issuance of any substituted Security, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith. In case any Security that has matured or is about to mature
shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize
the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Company and the Trustee such security or indemnity as they may require to save them harmless, and, in case
of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof. Every replacement Security issued pursuant to the provisions of this Section shall
constitute an additional contractual obligation of the Company whether or not the mutilated, destroyed, lost or stolen Security
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series duly issued hereunder. All Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


 


SECTION
2.08 CANCELLATION.


 


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


 


SECTION
2.09 BENEFITS OF INDENTURE.


 


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


 




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SECTION
2.10 AUTHENTICATING AGENT.


 


So
long as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series
of Securities which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon exchange, transfer or partial redemption thereof, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Securities by the Trustee shall
be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable
to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by
it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust
business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination
by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions,
it shall resign immediately. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable
to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all
the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.
Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation
succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided that such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper
or any further act on the part of the Trustee or the Authenticating Agent.


 


SECTION
2.11 GLOBAL SECURITIES.


 


(a)
If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global
Security that


 


(1)
shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all or a portion of the Outstanding
Securities of such series,


 


(2)
shall be registered in the name of the Depositary or its nominee,


 


(3)
shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, and


 


(4)
shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 of the Indenture,
this Security may be transferred, in whole but not in part, only to the Depositary, another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary.”


 


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


 




    	10



     


    

 


(c)
If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing
under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this
Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section
2.05, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series
in exchange for such Global Security. In addition, the Company may at any time determine that the Securities of any series shall
no longer be represented by a Global Security and that the provisions of this Section 2.11 shall no longer apply to the Securities
of such series. In such event the Company will execute and subject to Section 2.05, the Trustee, upon receipt of an Officers’
Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive
registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount
of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such
Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section
2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so registered.


 


(d)
None of the Trustee, the Security Registrar or any paying agent shall have any responsibility or obligation to any beneficial
owner in a Global Security, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the
records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary)
of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All
notices and communications to be given to the Securityholders and all payments to be made to Securityholders under the Securities
and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or
its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only
through the Depositary subject to the applicable procedures. The Trustee, the Security Registrar and any paying agent shall be
entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members,
participants and any beneficial owners. The Trustee, the Security Registrar and any paying agent shall be entitled to deal with
any depositary (including the Depositary), and any nominee thereof, that is the registered holder of any Global Security for all
purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest
and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership
interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners
thereof. None of the Trustee, the Security Registrar or any paying agent shall have any responsibility or liability for any acts
or omissions of any such depositary with respect to such Global Security, for the records of any such depositary, including records
in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between such depositary
and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner
of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.


 


Notwithstanding
the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, the Security Registrar,
any paying agent, or any other agent of the Company or any agent of the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by any depositary (including the Depositary), as a Securityholder, 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.


 


ARTICLE
III


REDEMPTION
OF SECURITIES AND SINKING FUND


PROVISIONS


 


SECTION
3.01 REDEMPTION.


 


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


 




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SECTION
3.02 NOTICE OF REDEMPTION.


 


(a)
In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any
series in accordance with the right reserved so to do, the Company shall (upon five Business Days prior notice to the Trustee,
unless a shorter notice period shall be acceptable to the Trustee), or shall cause the Trustee to, give notice of such redemption
to Holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 90 days before the date fixed for redemption of that series to such Holders at their last
addresses as they shall appear upon the Security Register unless a shorter period is specified in the Securities to be redeemed.
Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not
the registered Holder receives the notice. In any case, failure duly to give such notice to the Holder of any Security of any
series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings
for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior
to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction. Each
such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series
are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the
office or agency of the Company in [_____________], upon presentation and surrender of such Securities, that interest accrued
to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to
accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to
be redeemed, the notice to the Holders of Securities of that series to be redeemed in whole or in part shall specify the particular
Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice that relates to such Security shall
state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon
surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof
will be issued.


 


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


 


SECTION
3.03 PAYMENT UPON REDEMPTION.


 


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


 




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


 


SECTION
3.04 SINKING FUND.


 


The
provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 2.01 for Securities of such series. The minimum amount of any sinking
fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of Securities of such series.


 


SECTION
3.05 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.


 


The
Company,


 


(1)
may deliver Outstanding Securities of a series (other than any Securities previously called for redemption) and


 


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


 


SECTION
3.06 REDEMPTION OF SECURITIES FOR SINKING FUND.


 


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


 


ARTICLE
IV


COVENANTS


 


SECTION
4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.


 


The
Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities
of each series at the time and place and in the manner provided herein and established with respect to such Securities.


 




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SECTION
4.02 MAINTENANCE OF OFFICE OR AGENCY.


 


So
long as any series of the Securities remain Outstanding, the Company agrees to maintain an office or agency in [_____________],
with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02,
where (i) Securities of that series may be presented for payment, (ii) Securities of that series may be presented as herein above
authorized for registration of transfer and exchange, and (iii) notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be given or served, such designation to continue with respect to such office or agency until
the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some
other office or agency in [_____________] for such purposes or any of them. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, notices and demands.


 


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


 


SECTION
4.03 PAYING AGENTS.


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)
Notwithstanding anything in this Section to the contrary,


 


(1)
the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and


 




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(2)
the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to
be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying
agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability
with respect to such money.


 


SECTION
4.04 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.


 


The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section
7.11, a Trustee, so that there shall at all times be a Trustee hereunder.


 


SECTION
4.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS.


 


The
Company will not, while any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case
where the Company is not the survivor of such transaction, or sell, convey, transfer or otherwise dispose of its property as an
entirety or substantially as an entirety, to any other Person unless the provisions of Article X hereof are complied with.


 


SECTION
4.06 STATEMENT BY OFFICERS AS TO DEFAULT.


 


The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate,
stating whether or not to the best knowledge of the signer thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of
which such signer may have knowledge.


 


ARTICLE
V


SECURITYHOLDERS’
LISTS AND REPORTS BY


THE
COMPANY AND THE TRUSTEE


 


SECTION
5.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS.


 


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


 


(1)
not more than 15 days after each regular record date (as defined in Section 2.03) a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of each series of Securities as of such regular record date, provided that
the Company shall not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any
respect from the most recent list furnished to the Trustee by the Company; and


 


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


 


SECTION
5.02 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS.


 


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


 


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


 


(c)
Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect
to their rights under this Indenture or under the Securities.


 




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SECTION
5.03 REPORTS BY THE COMPANY.


 


(a)
The Company covenants and agrees to file with the Trustee, within 15 days after the Company has filed the same with the Commission,
copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance with
the rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information,
documents and reports that may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such rules and regulations.


 


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


 


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


 


(d)
Delivery of reports, information and documents to the Trustee under this Section 5.03 is for informational purposes only and the
Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its respective covenants hereunder (as
to which the Trustee is entitled to rely exclusively on Officers’ Certificates, except as otherwise provided herein).


 


SECTION
5.04 REPORTS BY THE TRUSTEE.


 


(a)
On or before July 15 in each year in which any of the Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief report dated
as of the preceding May 15, if and to the extent required under Section 313(a) of the Trust Indenture Act.


 


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


 


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


 


ARTICLE
VI


REMEDIES
OF THE TRUSTEE AND SECURITYHOLDERS ON


EVENT
OF DEFAULT


 


SECTION
6.01 EVENTS OF DEFAULT.


 


(a)
Whenever used herein with respect to Securities of a particular series, “Event of Default” means any one or more of
the following events that has occurred and is continuing (whatever the reason for such Event of Default and whether it shall be
occasioned by the subordination provisions of Article XIV or other subordination provisions applicable to a series of Securities
or be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


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


 




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


 


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


 


(4)
the Company pursuant to or within the meaning of any Bankruptcy Law


 


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


 


(5)
a court of competent jurisdiction enters an order under any Bankruptcy Law that


 


	 	(i)	is
    for relief against the Company in an involuntary case,
	 	 	 
	 	(ii)	appoints
    a Custodian of the Company for all or substantially all of its property, or
	 	 	 
	 	(iii)	orders
    the liquidation of the Company, and the order remains unstayed and in effect for 90 days.


 


(b)
In each and every such case, unless the principal of all the Securities of that series shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may declare the principal
of all the Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, notwithstanding anything contained in this Indenture or in the Securities of that series
or established with respect to that series pursuant to Section 2.01 to the contrary.


 


(c)
At any time after the principal of the Securities of that series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Holders of a majority
in aggregate principal amount of the Securities of that series then Outstanding hereunder, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if:


 


(1)
the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all Securities of that series that shall have become due
otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.07, and


 




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(2)
any and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on Securities
of that series that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.06.
No such rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon.


 


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


 


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


 


(a)
The Company covenants that


 


(1)
in case it shall default in the payment of any installment of interest on any of the Securities of a series, as and when the same
shall have become due and payable, and such default shall have continued for a period of 90 days, or


 


(2)
in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the
same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration,
pursuant to any sinking or analogous fund established with respect to that series or otherwise, then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the Holders of the Securities of that series, the whole amount that then
shall have been become due and payable on all such Securities for principal (and premium, if any) or interest, or both, as the
case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is
enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that
series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and
the amount payable to the Trustee under Section 7.07.


 


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


 


(c)
In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings
and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the
Trustee and of the Holders of Securities of such series allowed for the entire amount due and payable by the Company under the
Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and
to distribute the same after the deduction of the amount payable to the Trustee under Section 7.07; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.07.


 




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(d)
All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities
of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at
any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of
any amounts due under Section 7.07, be for the ratable benefit of the Holders of the Securities of such series. In case of an
Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture
by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either
at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained
in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities of that series or the rights of any Holder thereof or to authorize the Trustee to vote
in respect of the claim of any Securityholder in any such proceeding.


 


SECTION
6.03 APPLICATION OF MONEYS COLLECTED.


 


Any
moneys collected by the Trustee pursuant to this Article with respect to a particular series of Securities and any money or other
property distributable in respect of the company’s obligations under this Indenture after an Event of Default shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of
principal (or premium, if any) or interest, upon presentation of the Securities of that series, and notation thereon of the payment,
if only partially paid, and upon surrender thereof if fully paid:


 


FIRST:
To the payment of costs and expenses of collection and of all amounts payable to the Trustee (including any predecessor Trustee)
under Section 7.07;


 


SECOND:
To the payment of all Senior Indebtedness of the Company if and to the extent required by Article XIV or other subordination provisions
applicable with respect to such series; and


 


THIRD:
To the payment of the amounts then due and unpaid upon Securities of such series for principal (and premium, if any) and interest,
in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively.


 


SECTION
6.04 LIMITATION ON SUITS.


 


No
Holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute
any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless


 


(1)
such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as hereinbefore provided;


 


(2)
the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in its own name as trustee hereunder;


 


(3)
such Holder or Holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby; and


 


(4)
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding and


 


(5)
during such 60 day period, the Holders of a majority in principal amount of the Securities of that series do not give the Trustee
a direction inconsistent with the request.


 




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


 


SECTION
6.05 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.


 


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


 


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


 


SECTION
6.06 CONTROL BY SECURITYHOLDERS.


 


The
Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance
with Section 8.01, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided, however, that
such direction shall not be in conflict with any rule of law or with this Indenture or be unduly prejudicial to the rights of
Holders of Securities of any other series at the time Outstanding determined in accordance with Section 8.01. Subject to the provisions
of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall,
by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal
liability. The Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding affected
thereby, determined in accordance with Section 8.01, may on behalf of the holders of all of the Securities of such series waive
any past default in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect
to such series and its consequences, except a default in the payment of the principal of (or premium, if any) or interest on,
any of the Securities of that series as and when the same shall become due by the terms of such Securities otherwise than by acceleration
(unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium
has been deposited with the Trustee (in accordance with Section 6.01(c)) or in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security affected. Upon any
such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee
and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 




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SECTION
6.07 UNDERTAKING TO PAY COSTS.


 


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


 


ARTICLE
VII


CONCERNING
THE TRUSTEE


 


SECTION
7.01 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.


 


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


 


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


 


(1)
prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all
such Events of Default with respect to that series that may have occurred: the duties and obligations of the Trustee shall with
respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall
not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions
that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirement of this Indenture;


 


(2)
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers
of the Trustee, unless it shall be proved that the Trustee, was negligent in ascertaining the pertinent facts;


 


(3)
the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; and


 


(4)
this Subsection shall not be construed to limit the effect of Subsection (c) of this Section 7.01.


 


(c)
None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers,
it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.


 


(d)
The Trustee shall not be deemed to have notice of or be charged with having knowledge of any Default or Event of Default with
respect to any series of Securities, except Events of Default under Section 6.01(a)(1) or (a)(2), if and so long as it is acting
as paying agent with respect to the Securities of such series, unless written notice of such Default Event or Event of Default,
as the case may be, is received by the Trustee at the Corporate Trust Office of the Trustee from the Company or any Holder of
Securities of such series, and such notice references the Securities and this Indenture.


 


(e)
Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.


 




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SECTION
7.02 NOTICE OF DEFAULTS.


 


If
a Default occurs hereunder with respect to Securities of any series and is known to a Responsible Officer of the Trustee, the
Trustee shall give the Holders of Securities of such series notice of such Default as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any Default of the character specified in clause (3) of Section 6.01(a)
with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof.


 


SECTION
7.03 CERTAIN RIGHTS OF TRUSTEE.


 


Except
as otherwise provided in Section 7.01:


 


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


 


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


 


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


 


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


 


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


 


(f)
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, security, or other papers or documents; and


 


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


 


(h)
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, conclusively rely upon an Officers’ Certificate;


 




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


 


(j)
the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Indenture;


 


(k)
the permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed
as a duty;


 


(l)
anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential
loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Company or Guarantor has been
advised as to the likelihood of such loss or damage and regardless of the form of action;


 


(m)
the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation,
acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts
of civil or military authority and governmental action.


 


SECTION
7.04 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES.


 


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


 


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


 


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


 


SECTION
7.05 MAY HOLD SECURITIES.


 


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


 


SECTION
7.06 MONEYS HELD IN TRUST.


 


Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any moneys received by it hereunder except such as it may agree
with the Company to pay thereon.


 


SECTION
7.07 COMPENSATION AND REIMBURSEMENT.


 


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


 




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


 


(c)
To the extent permitted by law, any compensation due or expense incurred by the Trustee after a default specified in or pursuant
to Section 6.01 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law.
“Trustee” for purposes of this Section 7.07 shall include any predecessor Trustee but the negligence or bad faith
of any Trustee shall not affect the rights of any other Trustee under this Section 7.07.


 


(d)
The provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture
for any reason, or the earlier resignation or removal of the Trustee and shall apply with equal force and effect to the Trustee
in its capacity as Authenticating Agent, Security Registrar or paying agent.


 


SECTION
7.08 RELIANCE ON OFFICERS’ CERTIFICATE.


 


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


 


SECTION
7.09 DISQUALIFICATION; CONFLICTING INTERESTS.


 


If
the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture
Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act,
subject to the penultimate paragraph thereof. For purposes of Section 310(b)(i) of the Trust Indenture Act and to the extent permitted
thereby, the Trustee, in its capacity as trustee in respect of the Securities of any series, shall not be deemed to have a conflicting
interest arising from its capacity as trustee in respect of the Securities of any other series.


 


SECTION
7.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.


 


There
shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia,
or a corporation or other Person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision
or examination by federal, state, territorial, or District of Columbia authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and
with the effect specified in Section 7.11.


 




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SECTION
7.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.


 


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


 


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


 


(1)
the Trustee shall fail to comply with the provisions of Section 7.09 after written request therefor by the Company or by any Securityholder
who has been a bona fide Holder of a Security or Securities for at least six months; or


 


(2)
the Trustee shall cease to be eligible in accordance with the provisions of Section 7.10 and shall fail to resign after written
request therefor by the Company or by any such Securityholder; or


 


(3)
the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
then, in any such case, the Company may remove the Trustee with respect to all Securities and appoint a successor trustee by written
instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, unless, in the case of a failure to comply with Section 7.09, the
Trustee’s duty to resign is stayed as provided in the penultimate paragraph of Section 310(b) of the Trust Indenture Act,
any Securityholder who has been a bona fide Holder of a Security or Securities for at least six months may, on behalf of that
Holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove
the Trustee and appoint a successor trustee.


 


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


 


(d)
Any resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant
to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided
in Section 7.12.


 


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


 


SECTION
7.12 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, subject
nevertheless to the lien provided for in Section 7.07.


 




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(b)
In case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute
and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which


 


(1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor trustee relates,


 


(2)
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and


 


(3)
shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring
Trustee shall with respect to the Securities of that or those series to which the appointment of such successor trustee relates
have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental
indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series
to which the appointment of such successor trustee relates, subject nevertheless to the lien provided for in Section 7.07.


 


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


 


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


 


(e)
Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of the succession
of such trustee hereunder by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon
the Security Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.


 


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


 


Any
Person into which the Trustee 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
of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such Person shall
be qualified under the provisions of Section 7.09 and eligible under the provisions of Section 7.10, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such Securities.


 




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SECTION
7.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.


 


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


 


ARTICLE
VIII


CONCERNING
THE SECURITYHOLDERS


 


SECTION
8.01 EVIDENCE OF ACTION BY SECURITYHOLDERS.


 


Whenever
in this Indenture it is provided that the Holders of a majority or specified percentage in aggregate principal amount of the Securities
of a particular series may take any action (including the making of any demand or request, the giving of any notice, consent or
waiver or the taking of any other action), the fact that at the time of taking any such action the Holders of such majority or
specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar
tenor executed by such Holders of Securities of that series in Person or by agent or proxy appointed in writing. If the Company
shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent, waiver or
other action, the Company may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record date for
such series for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only
the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes
of determining whether Securityholders of the requisite proportion of Outstanding Securities of that series have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose
the Outstanding Securities of that series shall be computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record date.


 


SECTION
8.02 PROOF OF EXECUTION BY SECURITYHOLDERS.


 


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


 


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


 


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


 


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


 


SECTION
8.03 WHO MAY BE DEEMED OWNERS.


 


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


 




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SECTION
8.04 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED.


 


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


 


SECTION
8.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS.


 


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


 


ARTICLE
IX


SUPPLEMENTAL
INDENTURES


 


SECTION
9.01 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS.


 


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


 


(1)
to cure any ambiguity, defect, or inconsistency herein, in the Securities of any series;


 


(2)
to comply with Article X;


 


(3)
to provide for uncertificated Securities in addition to or in place of certificated Securities;


 


(4)
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein conferred upon the Company or to add any additional
Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default
are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series);


 


(5)
to add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of
issue, authentication, and delivery of Securities (prior to the issuance thereof), as herein set forth;


 




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(6)
to make any change that does not adversely affect the rights of any Securityholder in any material respect;


 


(7)
to provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in
Section 2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or
any series of Securities, or to add to the rights of the Holders of any series of Securities; or


 


(8)
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 7.12.


 


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


 


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


 


SECTION
9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.


 


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


 


(1)
change the maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration
of the maturity thereof pursuant to Section 6.01 or change the coin or currency in which any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof
(or, in the case of redemption, on or after the redemption date); or


 


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


 


(3)
modify any of the provisions of this Section or Section 6.06 relating to waivers of default, except to increase any such percentage
or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or
the deletion of this proviso, in accordance with the requirements of Sections 7.12 and 9.01(8); or


 


(4)
modify the provisions of this Indenture with respect to the subordination of such Security in a manner adverse to the holder thereof.


 




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A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series. It shall not be necessary for the consent of the Securityholders of
any series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance thereof.


 


SECTION
9.03 EFFECT OF SUPPLEMENTAL INDENTURES.


 


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


 


SECTION
9.04 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.


 


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


 


SECTION
9.05 EXECUTION OF SUPPLEMENTAL INDENTURES.


 


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


 


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


 


ARTICLE
X


SUCCESSOR
ENTITY


 


SECTION
10.01 COMPANY MAY CONSOLIDATE, ETC.


 


Nothing
contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into
any other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition
of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other Person
(whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided,
however, the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is
not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal
of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according
to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture or established
with respect to each series of Securities pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed,
by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in
form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company
shall have been merged, or by the entity which shall have acquired such property.


 




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SECTION
10.02 SUCCESSOR ENTITY SUBSTITUTED.


 


(a)
In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by any successor
entity by supplemental indenture, executed and delivered to the Trustee of the due and punctual payment of the principal of (and
premium, if any) and interest on all of the Securities of all series Outstanding and the due and punctual performance of all of
the covenants and conditions of this Indenture or established with respect to each series of the Securities pursuant to Section
2.01 to be performed by the Company, such successor entity shall succeed to and be substituted for the Company with the same effect
as if it had been named as the Company herein, and thereupon the predecessor company, except in the case of a lease, shall be
relieved of all obligations and covenants under this Indenture and the Securities.


 


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


 


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


 


SECTION
10.03 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.


 


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


 


ARTICLE
XI


SATISFACTION
AND DISCHARGE; DEFEASANCE


 


SECTION
11.01 SATISFACTION AND DISCHARGE.


 


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


 


(1)
either (A) all Securities of that series theretofore authenticated and delivered (other than (i) any Securities that shall have
been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07 and (ii) Securities for whose
payment money or noncallable Governmental Obligations have theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 11.05) have been delivered
to the Trustee for cancellation; or (B) all Securities of such series not theretofore delivered to the Trustee for cancellation
(i) have become due and payable, or (ii) will by their terms become due and payable within one year, or (iii) are to be called
for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit or cause to be deposited with the Trustee as trust funds in trust for the purpose (x) moneys in an amount,
or (y) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will
provide, not later than the due date of any payment, money in an amount, or (z) a combination thereof, sufficient, in the case
of (y) or (z), 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, at maturity or upon redemption, all Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such
date of maturity or date fixed for redemption, as the case may be;


 




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


 


(3)
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series of Securities
have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to a series of Securities,
the obligations of the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause
(y) of clause (1) of this Section, the obligations of the Trustee under Sections 11.03 and 11.05 shall survive.


 


SECTION
11.02 DEFEASANCE.


 


The
Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as
defined herein)), elect to have its obligations discharged with respect to a series of the Securities (“Legal Defeasance”).
Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by
such series of Securities, except for (a) the rights of Holders to receive payments in respect of the principal of (and premium,
if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the
Company’s obligations with respect to such series of Securities concerning issuing temporary Securities, registration of
transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance
of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s
obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at
its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect
to such series of Securities under Section 2.01(16), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”)
and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to
such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the
foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities.


 


In
order to exercise either Legal Defeasance or Covenant Defeasance:


 


(1)
the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in
an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their
terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient,
in the case of (B) or (C), 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, at maturity or upon redemption, the principal of (and premium,
if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date,
as the case may be;


 


(2)
in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this
Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of such series of Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(3)
in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the
Holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;


 




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(4)
no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default
under clauses (4) and (5) of Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period
ending on the 91st day after the date of deposit;


 


(5)
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been
complied with; and


 


(6)
if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous
payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustee shall have been made.


 


SECTION
11.03 DEPOSITED MONEYS TO BE HELD IN TRUST.


 


All
moneys or Governmental Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall
be available for payment as due, either directly or through any paying agent (including the Company acting as its own paying agent),
to the Holders of the particular series of Securities for the payment or redemption of which such moneys or Governmental Obligations
have been deposited with the Trustee. Funds held pursuant to this Section with respect to any series of Securities shall not be
subject to the claims of the holders of Senior Indebtedness with respect to such series, provided, that at the time of the deposit
of such funds with the Trustee under this Article, no event had occurred that would, under the subordination provisions related
to such series, require that any payment to be made to the holders of such Securities be paid or paid over to the holders of such
Senior Indebtedness.


 


SECTION
11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS.


 


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


 


SECTION
11.05 REPAYMENT TO COMPANY.


 


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


 


ARTICLE
XII


IMMUNITY
OF INCORPORATORS, SHAREHOLDERS,


OFFICERS
AND DIRECTORS


 


SECTION
12.01 NO RECOURSE.


 


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


 




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ARTICLE
XIII


MISCELLANEOUS
PROVISIONS


 


SECTION
13.01 EFFECT ON SUCCESSORS AND ASSIGNS.


 


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


 


SECTION
13.02 ACTIONS BY SUCCESSOR.


 


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


 


SECTION
13.03 SURRENDER OF COMPANY POWERS.


 


The
Company by instrument in writing executed by authority of its Board of Directors and delivered to the Trustee may surrender any
of the powers reserved to the Company, and thereupon such power so surrendered shall terminate both as to the Company and as to
any successor entity.


 


SECTION
13.04 NOTICES.


 


Except
as otherwise expressly provided herein, any notice or demand that by any provision of this Indenture is required or permitted
to be given or served by the Trustee or by the Holders of Securities to or on the Company may be given or served by being deposited
first class postage prepaid in a post-office letterbox addressed (until another address is filed in writing by the Company with
the Trustee), as follows: c/o Bendon Limited, 8 Airpark Drive, Airport Oaks, Auckland 2022, New Zealand. Any notice, election,
request or demand by the Company or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.


 


SECTION
13.05 GOVERNING LAW; WAIVER OF TRIAL BY JURY.


 


This
Indenture and each Security shall be deemed to be a contract made under the internal laws of the State of [____________], and
for all purposes shall be construed in accordance with the laws of said State.


 


EACH
PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RELATING TO THE TRUSTEE DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE


 


SECTION
13.06 TREATMENT OF SECURITIES AS DEBT.


 


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


 


SECTION
13.07 COMPLIANCE CERTIFICATES AND OPINIONS.


 


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


 




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(b)
Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition
or covenant in this Indenture shall include


 


(1)
a statement that the Person making such certificate or opinion has read such covenant or condition;


 


(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 such Person, 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 or not, in the opinion of such Person, such condition or covenant has been complied with.


 


SECTION
13.08 PAYMENTS ON BUSINESS DAYS.


 


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


 


SECTION
13.09 CONFLICT WITH TRUST INDENTURE ACT.


 


If
and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control. If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed
to apply to this Indenture as so modified or to be excluded, as the case may be.


 


SECTION
13.10 COUNTERPARTS.


 


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


 


SECTION
13.11 SEPARABILITY.


 


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


 


SECTION
13.12 ASSIGNMENT.


 


The
Company will have the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect
wholly-owned Subsidiary of the Company, provided that, in the event of any such assignment, the Company, will remain liable for
all such obligations. Subject to the foregoing, the Indenture is binding upon and inures to the benefit of the parties thereto
and their respective successors and assigns. This Indenture may not otherwise be assigned by the parties thereto.


 




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ARTICLE
XIV


SUBORDINATION
OF SECURITIES


 


SECTION
14.01 SUBORDINATION TERMS.


 


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


 


[signature
page follows]


 




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


 


	 	NAKED
    BRAND GROUP LIMITED
	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	_______________,
    as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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