EXHIBIT 4.5


 


 


 


 


 


 


 


Xenetic Biosciences, Inc.


 


and


 


___________________________________,


 


Trustee


 


INDENTURE


 


Dated as of _________, ______


 


Providing for Issuance of Subordinated Debt Securities
in Series


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	 	 



     


    

 


TABLE OF CONTENTS


 


	ARTICLE I	1
	 	 
	Section 1.01   Definitions	1
	 	 
	Section 1.02   Compliance Certificates and Opinions	9
	 	 
	Section 1.03   Form of Documents Delivered to Trustee	10
	 	 
	Section 1.04   Acts of Securityholders	10
	 	 
	Section 1.05   Notices, etc., to Trustee and Company	11
	 	 
	Section 1.06   Notices to Securityholders; Waiver	12
	 	 
	Section 1.07   Conflict with Trust Indenture Act	12
	 	 
	Section 1.08   Effect of Headings and Table of Contents	12
	 	 
	Section 1.09   Successors and Assigns	12
	 	 
	Section 1.10   Separability Clause	12
	 	 
	Section 1.11   Benefits of Indenture	12
	 	 
	Section 1.12   Governing Law	12
	 	 
	Section 1.13   Counterparts	12
	 	 
	Section 1.14   Judgment Currency	12
	 	 
	Section 1.15   Legal Holidays	13
	 	 
	Section 1.16   Agent for Service; Submission to Jurisdiction; Waiver of Immunities and Jury Trial	13
	 	 
	ARTICLE II	14
	 	 
	Section 2.01   Forms Generally	14


 


 


 






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	Section 2.02   Forms of Securities	14
	 	 
	Section 2.03   Form of Trustee’s Certificate of Authentication	14
	 	 
	Section 2.04   Securities Issuable in the Form of a Global Security	15
	 	 
	ARTICLE III	16
	 	 
	Section 3.01   General Title; General Limitations; Issuable in Series; Terms of Particular Series	16
	 	 
	Section 3.02   Denominations	19
	 	 
	Section 3.03   Execution, Authentication and Delivery and Dating	19
	 	 
	Section 3.04   Temporary Securities	20
	 	 
	Section 3.05   Registration, Transfer and Exchange	20
	 	 
	Section 3.06   Mutilated, Destroyed, Lost and Stolen Securities	21
	 	 
	Section 3.07   Payment of Interest; Interest Rights Preserved	22
	 	 
	Section 3.08   Persons Deemed Owners	23
	 	 
	Section 3.09   Cancellation	23
	 	 
	Section 3.10   CUSIP and CINS Numbers	23
	 	 
	Section 3.11   Computation of Interest	23
	 	 
	Section 3.12   Delayed Issuance of Securities	23
	 	 
	ARTICLE IV	24
	 	 
	Section 4.01   Satisfaction and Discharge of Indenture	24
	 	 
	Section 4.02   Application of Trust Money	25
	 	 
	Section 4.03   Defeasance Upon Deposit of Funds or Government Obligations	25
	 	 
	Section 4.04   Reinstatement	27


 


 






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	ARTICLE V	27
	 	 
	Section 5.01   Events of Default	27
	 	 
	Section 5.02   Acceleration of Maturity; Rescission and Annulment	28
	 	 
	Section 5.03   Collection of Indebtedness and Suits for Enforcement by Trustee	29
	 	 
	Section 5.04   Trustee May File Proofs of Claim	30
	 	 
	Section 5.05   Trustee May Enforce Claims Without Possession of Securities	30
	 	 
	Section 5.06   Application of Money Collected	31
	 	 
	Section 5.07   Limitation on Suits	31
	 	 
	Section 5.08   Unconditional Right of Securityholders to Receive Principal, Premium and Interest	31
	 	 
	Section 5.09   Restoration of Rights and Remedies	32
	 	 
	Section 5.10   Rights and Remedies Cumulative	32
	 	 
	Section 5.11   Delay or Omission Not Waiver	32
	 	 
	Section 5.12   Control by Securityholders	32
	 	 
	Section 5.13   Waiver of Past Defaults	32
	 	 
	Section 5.14   Undertaking for Costs	33
	 	 
	Section 5.15   Waiver of Stay or Extension Laws	33
	 	 
	ARTICLE VI	33
	 	 
	Section 6.01   Certain Duties and Responsibilities	33
	 	 
	Section 6.02   Notice of Defaults	34
	 	 
	Section 6.03   Certain Rights of Trustee	35
	 	 
	Section 6.04   Not Responsible for Recitals or Issuance of Securities	36


 


 


 






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	Section 6.05   May Hold Securities	36
	 	 
	Section 6.06   Money Held in Trust	36
	 	 
	Section 6.07   Compensation and Reimbursement	36
	 	 
	Section 6.08   Disqualification; Conflicting Interests	37
	 	 
	Section 6.09   Corporate Trustee Required; Eligibility	37
	 	 
	Section 6.10   Resignation and Removal	37
	 	 
	Section 6.11   Acceptance of Appointment by Successor	39
	 	 
	Section 6.12   Merger, Conversion, Consolidation or Succession to Business	39
	 	 
	Section 6.13   Preferential Collection of Claims Against Company	39
	 	 
	Section 6.14   Appointment of Authenticating Agent	39
	 	 
	ARTICLE VII	42
	 	 
	Section 7.01   Company to Furnish Trustee Names and Addresses of Securityholders	42
	 	 
	Section 7.02   Preservation of Information; Communications to Securityholders	42
	 	 
	Section 7.03   Reports by Trustee	43
	 	 
	Section 7.04   Reports by Company	43
	 	 
	ARTICLE VIII	43
	 	 
	Section 8.01   Consolidation, Merger, Conveyance or Transfer on Certain Terms	43
	 	 
	Section 8.02   Successor Person Substituted	44
	 	 
	ARTICLE IX	44


 


 


 






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	Section 9.01   Supplemental Indentures Without Consent of Securityholders	44
	 	 
	Section 9.02   Supplemental Indentures With Consent of Securityholders	45
	 	 
	Section 9.03   Subordination Unimpaired	46
	 	 
	Section 9.04   Execution of Supplemental Indentures	46
	 	 
	Section 9.05   Effect of Supplemental Indentures	47
	 	 
	Section 9.06   Conformity with Trust Indenture Act	47
	 	 
	Section 9.07   Reference in Securities to Supplemental Indentures	47
	 	 
	Section 9.08   Notice of Supplemental Indentures	47
	 	 
	Section 9.09   Revocation and Effect of Consents, Waivers and Actions	47
	 	 
	ARTICLE X	47
	 	 
	Section 10.01   Payment of Principal, Premium and Interest	47
	 	 
	Section 10.02   Maintenance of Office or Agency	47
	 	 
	Section 10.03   Money for Security Payments to Be Held in Trust	48
	 	 
	Section 10.04   Statement as to Compliance	49
	 	 
	Section 10.05   Legal Existence	49
	 	 
	Section 10.06   Waiver of Certain Covenants	49
	 	 
	ARTICLE XI	50
	 	 
	Section 11.01   Applicability of Article	50
	 	 
	Section 11.02   Election to Redeem; Notice to Trustee	50


 


 






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	Section 11.03   Selection by Trustee of Securities to Be Redeemed	50
	 	 
	Section 11.04   Notice of Redemption	51
	 	 
	Section 11.05   Deposit of Redemption Price	51
	 	 
	Section 11.06   Securities Payable on Redemption Date	52
	 	 
	Section 11.07   Securities Redeemed in Part	52
	 	 
	Section 11.08   Provisions with Respect to Any Sinking Funds	52
	 	 
	Section 11.09   Rescission of Redemption	53
	 	 
	ARTICLE XII	54
	 	 
	Section 12.01   Agreement of Subordination	54
	 	 
	Section 12.02   Payments to Securityholders	54
	 	 
	Section 12.03   Subrogation of Securities	55
	 	 
	Section 12.04   Authorization by Securityholders	56
	 	 
	Section 12.05   Notice to Trustee	56
	 	 
	Section 12.06   Trustee’s Relation to Senior Indebtedness	57
	 	 
	Section 12.07   No Impairment of Subordination	57
	 	 
	Section 12.08   Rights of Trustee	57
	 	 
	Section 12.09   Applicable to Paying Agents	57
	 	 
	ARTICLE XIII	57
	 	 
	Section 13.01   Guarantees	57


 


 


 


 






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INDENTURE


 


THIS INDENTURE between Xenetic Biosciences, Inc.,
a Nevada corporation (hereinafter called the “Company”), having its principal office at 99 Hayden Ave, Suite 230, Lexington,
Massachusetts 02421, and _____________________, as trustee (hereinafter called the “Trustee”), is made and entered into as
of _________, _______.


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance of its debentures, notes, bonds or other evidences of indebtedness, in an unlimited
aggregate principal amount, to be issued in one or more fully registered series.


 


This Indenture is subject to the provisions of
the Trust Indenture Act that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be governed by such
provisions.


 


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


 


AGREEMENTS OF THE PARTIES


 


To set forth or to provide for the establishment
of the terms and conditions upon which the Securities are and are to be authenticated, issued and delivered, and in consideration of the
premises and the purchase of Securities by the Holders thereof, it is mutually agreed as follows, for the equal and proportionate benefit
of all Holders of the Securities or of a series thereof, as the case may be:


 


ARTICLE I


DEFINITIONS AND OTHER PROVISIONS


OF GENERAL APPLICATION


 


Section 1.01              
Definitions. For all purposes of this Indenture and of any indenture supplemental hereto, except as otherwise expressly provided
or unless the context otherwise requires:


 


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


 


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


 


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


 


 


 






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(4)               
all references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the
designated Articles, Sections and other subdivisions of this instrument as originally executed. The words “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision.


 


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


 


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


 


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


 


“Authenticating Agent” means any Person
authorized by the Company to authenticate Securities under Section 6.14.


 


“Board of Directors” means (i) the
board of directors of the Company, (ii) any duly authorized committee of such board, (iii) any committee of officers of the Company or
(iv) any officer of the Company acting, in the case of clauses (iii) or (iv), pursuant to authority granted by the board of directors
of the Company or any committee of such board.


 


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


 


“Business Day” means, with respect
to any series of Securities, unless otherwise specified in a Board Resolution, in an indenture supplemental hereto or an Officer’s
Certificate with respect to a particular series of Securities, each day which is not a Saturday, Sunday or other day on which banking
institutions in the pertinent Place or Places of Payment or the city in which the Corporate Trust Office is located are authorized or
required by law or executive order to be closed.


 


“Closing Price” of the Common Stock
or other Marketable Security, as the case may be, shall mean the last reported sale price of such stock or other Marketable Security (regular
way) as shown on the Composite Tape of the Nasdaq (or, if such stock or other Marketable Security is not listed or admitted to trading
on the Nasdaq , on the principal national securities exchange on which such stock or other Marketable Security is listed or admitted to
trading, including the NYSE), or, in case no such sale takes place on such day, the average of the closing bid and asked prices on the
Nasdaq (or, if such stock or other Marketable Security is not listed or admitted to trading on the Nasdaq , on the principal national
securities exchange on which such stock or other Marketable Security is listed or admitted to trading, including the NYSE), or if such
stock or other Marketable Security is not so reported, the average of the closing bid and asked prices as furnished by any member of the
Financial Industry Regulatory Authority, selected from time to time by the Company for that purpose.


 


“Commission” means the Securities and
Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the
execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act,
then the body performing such duties at such time.


 


 


 






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“Common Stock” shall mean the Common
Stock, par value $0.001 per share, of the Company authorized at the date of this Indenture as originally signed, or any other class of
stock resulting from successive changes or reclassifications of such Common Stock, and in any such case including any shares thereof authorized
after the date of this Indenture.


 


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


 


“Company Request”, “Company Order”
and “Company Consent” mean a written request, order or consent, respectively, signed in the name of the Company by its Chairman
of the Board, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, General Counsel, Secretary or any Vice
President, and delivered to the Trustee.


 


“Conversion Price” means, with respect
to any series of Securities which are convertible into Common Stock or other Marketable Securities, the price per share of Common Stock
or the price per designated unit of other Marketable Security at which the Securities of such series are so convertible as set forth in
the Board Resolution or indenture supplemental hereto with respect to such series (or in any indenture supplemental hereto entered into
pursuant to Section 9.0 1(9) with respect to such series), as the same may be adjusted from time to time in accordance with an indenture
supplemental hereto.


 


“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:


 


__________________________,


 


Attn: ___________________


 


“Current Market Price” on any date
shall mean the average of the daily Closing Prices per share of Common Stock or of such other Marketable Securities for any 30 consecutive
Trading Days selected by the Company prior to the day in question, which 30 consecutive Trading Day period shall not commence more than
45 Trading Days prior to the day in question.


 


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


 


“Depository” means, unless otherwise
specified by the Company pursuant to either Section 2.04 or 3.01, with respect to Securities of any series issuable or issued as a Global
Security, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation.


 


“Discharged” means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities of such series
and to have satisfied all the obligations under this Indenture relating to the Securities of such series (and the Trustee, on receipt
of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging the same), except (A) the rights
of Holders of Securities to receive, from the trust fund described in clause (1) above, payment of the principal and any premium of and
any interest on such Securities when such payments are due; (B) the Company’s obligations with respect to such Securities under
Sections 3.05, 3.06, 4.02, 6.07, 10.02 and 10.03; (C) the Company’s right of redemption, if any, with respect to any Securities
of such series pursuant to Article XI, in which case the Company may redeem the Securities of such series in accordance with Article XI
by complying with such Article and depositing with the Trustee, in accordance with Section 11.05, an amount of money sufficient, together
with all amounts held in trust pursuant to Section 4.02 with respect to Securities of such series, to pay the Redemption Price of all
the Securities of such series to be redeemed; and (D) the rights, powers, trusts, duties and immunities of the Trustee hereunder. A “Discharge”
shall mean the meeting by the Company of the foregoing requirements.


 


 


 






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“Event of Default” has the meaning
specified in Article V.


 


“Federal Bankruptcy Act” has the meaning
specified in Section 5.0 1(5).


 


“GAAP” means generally accepted accounting
principles as such principles are in effect in the United States as of the date of this Indenture.


 


“Global Security”, when used with respect
to any series of Securities issued hereunder, means a Security which is executed by the Company and authenticated and delivered by the
Trustee to the Depository or pursuant to the Depository’s instruction, all in accordance with this Indenture and an indenture supplemental
hereto, if any, or Board Resolution and pursuant to a Company Request, which shall be registered in the name of the Depository or its
nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series or any portion thereof, in either case having the same terms, including, without limitation, the same original
issue date, date or dates on which principal is due, and interest rate or method of determining interest.


 


“Guarantee” means the guarantees specified
in Section 13.0 1(a).


 


“Guarantor” means any Person who guarantees
any series of Securities issued hereunder as specified in Section 13.01(a).


 


“Holder”, when used with respect to
any Security, means a Securityholder, which means a Person in whose name a security is registered in the Security Register.


 


“Indenture” or “this 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 pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established
as contemplated by Section 3.01.


 


“Interest”, with respect to the Securities,
means interest on the Securities; provided, that, when used with respect to an Original Issue Discount Security which by its terms bears
interest only after Maturity, the term means interest payable after Maturity.


 


“Interest Payment Date”, when used
with respect to any series of Securities, means the Stated Maturity of any installment of interest on those Securities.


 


“Marketable Security” means any common
stock, debt security or other security of a Person which is (or will, upon distribution thereof, be) listed on the NYSE, the NYSE Amex,
NASDAQ or any other national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or approved
for quotation in any system of automated dissemination of quotations of securities prices in the United States or for which there is a
recognized market maker or trading market.


 


 


 






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“Maturity”, when used with respect
to any Securities, means the date on which the principal of any such Security becomes due and payable as therein or herein provided, whether
on a Repayment Date, at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.


 


“NASDAQ” shall mean the NASDAQ Global
Select Market, the NASDAQ Global Market or the NASDAQ Capital Market. “NYSE” shall mean the New York Stock Exchange, Inc.


 


“Officers’ Certificate” means
a certificate signed by the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Controller,
General Counsel, Secretary or any Vice President, and delivered to the Trustee. Wherever this Indenture requires that an Officers’
Certificate be signed also by a financial expert or an accountant or other expert, such financial expert, accountant or other expert (except
as otherwise expressly provided in this Indenture) may be in the employ of the Company, and shall be acceptable to the Trustee.


 


“Opinion of Counsel” means a written
opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be an employee of or of counsel to the Company,
which is delivered to the Trustee.


 


“Original Issue Discount Security”
means (i) 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, and (ii) any other security which is issued with “original issue discount” within the
meaning of Section 1273(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.


 


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


 


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


 


(ii)        
such Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent in trust for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and


 


(iii)       
such Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture,
or which shall have been paid pursuant to the terms of Section 3.06 (except with respect to any such Security as to which proof satisfactory
to the Trustee is presented that such Security is held by a Person in whose hands such Security is a legal, valid and binding obligation
of the Company).


 


In determining whether the Holders of the requisite
principal amount of such Securities Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
(i) the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of the date of the taking of such action upon a declaration of acceleration of the Maturity thereof,
and (ii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding. In determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer assigned to the Corporate
Trust Department of the Trustee knows to be owned by the Company or any other obligor upon the Securities or any Affiliate of the Company
or such other obligor shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act as owner with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor.


 


 


 






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“Paying Agent” means any Person authorized
by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company. The Company initially
authorizes the Trustee to act as Paying Agent for the Securities on its behalf. The Company may at any time and from time to time authorize
one or more Persons to act as Paying Agent in addition to or in place of the Trustee with respect to any series of Securities issued under
this Indenture.


 


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


 


“Place of Payment” means with respect
to any series of Securities issued hereunder the city or political subdivision so designated with respect to the series of Securities
in question in accordance with the provisions of Section 3.01.


 


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


 


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


 


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


 


“Redemption Rescission Event” shall
mean the occurrence of (a) any general suspension of trading in, or limitation on prices for, securities on the principal national securities
exchange on which shares of Common Stock or Marketable Securities are registered and listed for trading (or, if shares of Common Stock
or Marketable Securities are not registered and listed for trading on any such exchange, in the over-the-counter market) for more than
six-and-one-half (6-1/2) consecutive trading hours, (b) any decline in either the Dow Jones Industrial Average or the S&P 500 Index
(or any successor index published by Dow Jones & Company, Inc. or S&P) by either (i) an amount in excess of 10%, measured from
the close of business on any Trading Day to the close of business on the next succeeding Trading Day during the period commencing on the
Trading Day preceding the day notice of any redemption of Securities is given (or, if such notice is given after the close of business
on a Trading Day, commencing on such Trading Day) and ending at the time and date fixed for redemption in such notice or (ii) an amount
in excess of 15% (or if the time and date fixed for redemption is more than 15 days following the date on which such notice of redemption
is given, 20%), measured from the close of business on the Trading Day preceding the day notice of such redemption is given (or, if such
notice is given after the close of business on a Trading Day, from such Trading Day) to the close of business on any Trading Day at or
prior to the time and date fixed for redemption, (c) a declaration of a banking moratorium or any suspension of payments in respect of
banks by Federal or state authorities in the United States or (d) the occurrence of an act of terrorism or commencement of a war or armed
hostilities or other national or international calamity directly or indirectly involving the United States which in the reasonable judgment
of the Company could have a material adverse effect on the market for the Common Stock or Marketable Securities.


 


 


 






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“Regular Record Date” for the interest
payable on any Security on any Interest Payment Date means the date specified in such Security as the Regular Record Date.


 


“Repayment Date”, when used with respect
to any Security to be repaid, means the date fixed for such repayment pursuant to such Security.


 


“Repayment Price”, when used with respect
to any Security to be repaid, means the price at which it is to be repaid pursuant to such Security.


 


“Required Currency”, when used with
respect to any Security, has the meaning set forth in Section 1.14.


 


“Responsible Officer”, when used with
respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration of this Indenture and also
means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge
of and familiarity with the particular subject.


 


“Responsible Officer”, when used with
respect to the Company, means any of the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Treasurer,
Controller, General Counsel, Secretary or any Vice President (or any equivalent of the foregoing officers).


 


“S&P” means Standard & Poor’s
Rating Service or any successor to the rating agency business thereto.


 


“Security” or “Securities”
means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, of any series
authenticated and delivered from time to time under this Indenture.


 


“Security Register” shall have the
meaning specified in Section 3.05.


 


“Security Registrar” means the Person
who keeps the Security Register specified in Section 3.05. The Company initially appoints the Trustee to act as Security Registrar for
the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place
of the Trustee with respect to any series of Securities issued under this Indenture.


 


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


 


“Senior Indebtedness” of the Company
or a Guarantor, as the case may be, means the principal of, premium, if any, interest on, and any other payment due pursuant to any of
the following, whether outstanding at the date hereof or hereafter incurred or created:


 


 


 






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(i)         
all indebtedness of such Person for borrowed money (including any indebtedness secured by a mortgage, conditional sales contract
or other lien which is (a) given to secure all or part of the purchase price of property subject thereto, whether given to the vendor
of such property or to another or (b) existing on property at the time of acquisition thereof);


 


(ii)        
all indebtedness of such Person evidenced by notes, debentures, bonds or other similar interests sold by such Person for money;


 


(iii)       
all lease obligations of such Person which are capitalized on the books of such Person in accordance with generally accepted accounting
principles;


 


(iv)       
all indebtedness of others of the kinds described in either of the preceding clauses (i) or (ii) and all lease obligations of others
of the kind described in the preceding clause (iii) assumed by or guaranteed in any manner by such Person or in effect guaranteed by such
Person through an agreement to purchase, contingent or otherwise; and


 


(v)        
all renewals, extensions or refundings of indebtedness of the kinds described in any of the preceding clauses (i), (ii) and (iv)
and all renewals or extensions of lease obligations of the kinds described in either of the preceding clauses (iii) and (iv); unless,
in the case of any particular indebtedness, guarantee, lease, renewal, extension or refunding, the instrument or lease creating or evidencing
the same or the assumption or guarantee of the same expressly provides that such indebtedness, lease, renewal, extension or refunding
is not superior in right of payment to the Securities or the Guarantees, as the case may be.


 


“Significant Subsidiary” means any
Subsidiary which would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant
to the Securities Act of 1933, as in effect on the date of this Indenture.


 


“Special Record Date” for the payment
of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 


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


 


“Subsidiary” means, with respect to
any Person, any corporation more than 50% of the voting stock of which is owned directly or indirectly by such Person, and any partnership,
association, joint venture or other entity in which such Person owns more than 50% of the equity interests or has the power to elect a
majority of the board of directors or other governing body.


 


“Trading Day” shall mean, with respect
to the Common Stock or a Marketable Security, so long as the common stock or such Marketable Security, as the case may be, is listed or
admitted to trading on the Nasdaq, a day on which the Nasdaq is open for the transaction of business, or, if the Common Stock or such
Marketable Security, as the case may be, is not listed or admitted to trading on the Nasdaq, a day on which the principal national securities
exchange on which the Common Stock or such Marketable Security, as the case may be, is listed is open for the transaction of business,
or, if the Common Stock or such Marketable Security, as the case may be, is not so listed or admitted for trading on any national securities
exchange, a day on which the member of the Financial Industry Regulatory Authority selected by the Company to provide pricing information
for the Common Stock or such Marketable Security is open for the transaction of business.


 


 


 






    	 	8	 



     


    

 


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


 


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


 


“Vice President” when used with respect
to the Company or the Trustee means any vice president, whether or not designated by a number or a word or words added before or after
the title “vice president”, including without limitation, an assistant vice president.


 


“Voting Stock”, as applied to the stock
of any corporation, means stock of any class or classes (however designated) having by the terms thereof ordinary voting power to elect
a majority of the members of the board of directors (or other governing body) of such corporation other than stock having such power only
by reason of the happening of a contingency.


 


“Yield to Maturity” means the yield
to maturity on a series of Securities, calculated by the Company at the time of issuance of such series of Securities, or, if applicable,
at the most recent redetermination of interest on such series, in accordance with accepted financial practice.


 


Section 1.02              
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent,
if any (including any covenants compliance with which constitutes a condition 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,
if any (including any covenants compliance with which constitutes a condition precedent), have been complied with, except that in the
case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.


 


Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than annual statements of compliance provided pursuant to Section 10.04)
shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions
herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition
has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been
complied with.


 


 


 


 






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Section 1.03              
Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person,
or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons may certify or give an opinion as to the other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.


 


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


 


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


 


Section 1.04              
Acts of Securityholders.


 


(a)             
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or
taken by Securityholders or Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Securityholders in person or by an agent duly appointed in writing or may be embodied in or evidenced by
an electronic transmission which identifies the documents containing the proposal on which such consent is requested and certifies such
Securityholders’ consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to
the Company. If any Securities are denominated in coin or currency other than that of the United States, then for the purposes of determining
whether the Holders of the requisite principal amount of Securities have taken any action as herein described, the principal amount of
such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis
of the spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the
Trustee by an Officers’ Certificate) as of the date the taking of such action by the Holders of such requisite principal amount
is evidenced to the Trustee as provided in the immediately preceding sentence. If any Securities are Original Issue Discount Securities,
then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein
described, the principal amount of such Original Issue Discount Securities shall be deemed to be the amount of the principal thereof that
would be due and payable upon a declaration of acceleration of the Maturity thereof as of the date the taking of such action by the Holders
of such requisite principal amount is evidenced to the Trustee as provided in the first sentence of this Section 1.04(a). Such instrument
or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Securityholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.


 


 


 






    	 	10	 



     


    

 


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


 


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


 


(d)             
If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action,
the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. Such record date shall be the later
of 10 days prior to the first solicitation of such action or the date of the most recent list of Holders furnished to the Trustee pursuant
to Section 7.01. 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 Holders of record at the close of business on the record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities outstanding have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the
Securities outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders
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, and that no such authorization, agreement or consent may be amended, withdrawn or revoked once given
by a Holder, unless the Company shall provide for such amendment, withdrawal or revocation in conjunction with such solicitation of authorizations,
agreements or consents or unless and to the extent required by applicable law.


 


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


 


Section 1.05              
Notices, etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Securityholders
or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:


 


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


 


(2)               
the Company by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder (except as provided in Section
5.01(4) or, in the case of a request for repayment, as specified in the Security carrying the right to repayment) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of
this instrument, Attention: Chief Financial Officer, or at the address last furnished in writing to the Trustee by the Company.


 


 


 


 






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Section 1.06              
Notices to Securityholders; Waiver. Where this Indenture or any Security provides for notice to Securityholders of any event, such
notice shall be sufficiently given (unless otherwise herein or in such Security expressly provided) if in writing and mailed, first-class
postage prepaid, to each Securityholder affected by such event, at his address as it appears in the Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Securityholders
is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Securityholder shall
affect the sufficiency of such notice with respect to other Securityholders. Where this Indenture or any Security provides for notice
in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Securityholders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


In case, by reason of the suspension of regular
mail service as a result of a strike, work stoppage or otherwise, it shall be impractical to mail notice of any event to any Securityholder
when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as shall be satisfactory
to the Trustee and the Company shall be deemed to be a sufficient giving of such notice.


 


Section 1.07              
Conflict with Trust Indenture Act. If and to the extent that any provision hereof limits, qualifies or conflicts with the duties
imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, any of Sections
310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control.


 


Section 1.08              
Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.


 


Section 1.09              
Successors and Assigns. All covenants and agreements in this Indenture by the Company and the Guarantors, if any, shall bind their
respective successors and assigns, whether so expressed or not.


 


Section 1.10              
Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 1.11              
Benefits of Indenture. Nothing in this Indenture or in any Securities, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Security Registrar and the Holders of
Securities (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.12              
Governing Law. This Indenture shall be construed in accordance with and governed by the laws of the State of New York.


 


Section 1.13              
Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument.


 


Section 1.14              
Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for
the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest,
if any, on the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in the City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding
that on which a final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency
(i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance
with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result
in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount,
if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New
York Banking Day” means any day except a Saturday, Sunday or a legal holiday in the City of New York or a day on which banking institutions
in the City of New York are authorized or required by law or executive order to close.


 


 


 


 






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Section 1.15              
Legal Holidays. In any case where any Interest Payment Date, Redemption Date, date established for payment of Defaulted Interest
pursuant to Section 3.07, Stated Maturity or Maturity with respect to any Security or other day on which principal or interest is due,
shall not be a Business Day, then (notwithstanding any other provision of this Indenture or any Security) payment of principal or interest
need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest
Payment Date, Redemption Date, date established for payment of Defaulted Interest pursuant to Section 3.07 or Stated Maturity or Maturity;
provided that no interest shall accrue for the period from and after such Interest Payment Date or other such day, Redemption Date, date
established for payment of Defaulted Interest pursuant to Section 3.07, Stated Maturity or Maturity, as the case may be, to the next succeeding
Business Day.


 


Section 1.16              
Agent for Service; Submission to Jurisdiction; Waiver of Immunities and Jury Trial. The Company and each Guarantor agree that any
suit, action or proceeding against the Company or any Guarantor arising out of or based upon this Indenture or the transactions contemplated
hereby may be instituted in any State or Federal court in The City of New York, New York, and waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the nonexclusive jurisdiction of such courts
in any suit, action or proceeding. The Company and each Guarantor shall maintain in the Borough of Manhattan, The City of New York an
office or agency to act as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action
or proceeding arising out of or based upon this Indenture, any Security or the transactions contemplated herein or thereby which may be
instituted in any State or Federal court in The City of New York, New York, and expressly accepts the nonexclusive jurisdiction of any
such court in respect of any such suit, action or proceeding. The Company shall give prompt written notice to the Trustee of the location,
and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain such office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee. The Company hereby designates the Corporate Trust Office as the Authorized Agent and appoints
the Trustee its agent to receive all such process so long as such Corporate Trust Office remains the Authorized Agent. The Company and
each Guarantor further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent
in full force and effect for a period of ten years from the date of this Indenture. If for any reason the Authorized Agent shall cease
to be available to act as such authorized agent for the Company and any Guarantor, the Company and each Guarantor agree to designate a
new agent in the State of New York on the terms and for the purpose of this Section 1.16. The Company and each Guarantor hereby represent
and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the
Company and each Guarantor agree to take any and all action, including the filing of any and all documents that may be necessary to continue
such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect,
effective service of process upon the Company.


 


 


 


 






    	 	13	 



     


    

 


ARTICLE II


SECURITY FORMS


 


Section 2.01              
Forms Generally. The Securities shall have such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon, as may be required to comply with the rules of any securities exchange, or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be
set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security.


 


The definitive Securities shall be printed, lithographed
or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of such Securities, subject, with respect to the Securities
of any series, to the rules of any securities exchange on which such Securities are listed.


 


Section 2.02              
Forms of Securities. Each Security shall be in one of the forms approved from time to time by or pursuant to a Board Resolution,
or established in one or more indentures supplemental hereto.


 


Prior to the delivery of a Security to the Trustee
for authentication in any form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee the Board Resolution
by or pursuant to which such form of Security has been approved, which Board Resolution shall have attached thereto a true and correct
copy of the form of Security which has been approved thereby or, if a Board Resolution authorizes a specific officer or officers to approve
a form of Security, a certificate of such officer or officers approving the form of Security attached thereto. Any form of Security approved
by or pursuant to a Board Resolution must be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee’s
authentication of Securities in that form or a certificate signed by a Responsible Officer of the Trustee and delivered to the Company.


 


Section 2.03              
Form of Trustee’s Certificate of Authentication. The form of Trustee’s Certificate of Authentication for any Security
issued pursuant to this Indenture shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


[TRUSTEE]


 


By _______________________________________


 


Authorized Signatory


 


Dated ____________________________________


 


 


 


 






    	 	14	 



     


    

 


Section 2.04              
Securities Issuable in the Form of a Global Security.


 


(a)             
If the Company shall establish pursuant to Sections 2.02 and 3.01 that the Securities of a particular series are to be issued in
whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee or its agent shall, in accordance
with Section 3.03 and the Company Order delivered to the Trustee or its agent thereunder, authenticate and deliver, such Global Security
or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding
Securities of such series to be represented by such Global Security or Securities, or such portion thereof as the Company shall specify
in a Company Order, (ii) shall be registered in the name of the Depository for such Global Security or Securities or its nominee, (iii)
shall be delivered by the Trustee or its agent to the Depository or pursuant to the Depository’s instruction and (iv) shall bear
a legend substantially to the following effect: “Unless this certificate is presented by an authorized representative of the Depository
to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of the
nominee of the Depository or in such other name as is requested by an authorized representative of the Depository (and any payment is
made to the nominee of the Depository or to such other entity as is requested by an authorized representative of the Depository), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
the nominee of the Depository, has an interest herein.”


 


(b)             
Notwithstanding any other provision of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below,
unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities,
a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository
for such Global Security, or to the Depository, or a successor Depository for such Global Security selected or approved by the Company,
or to a nominee of such successor Depository.


 


(c)             
(i) If at any time the Depository for a Global Security notifies the Company that it is unwilling or unable to continue as Depository
for such Global Security or if at any time the Depository for the Securities for such series shall no longer be eligible or in good standing
under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor
Depository with respect to such Global Security. If a successor Depository for such Global Security is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee or its
agent, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange for such
Global Security, will authenticate and deliver, individual Securities of such series of like tenor and terms in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such Global Security.


 


(ii)        
The Company may at any time and in its sole discretion determine that the Securities of any series or portion thereof issued or
issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event
the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of individual Securities
of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series
of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities
representing such series or portion thereof in exchange for such Global Security or Securities.


 


 


 


 






    	 	15	 



     


    

 


 


(iii)       
If specified by the Company pursuant to Sections 2.02 and 3.02 with respect to Securities issued or issuable in the form of a Global
Security, the Depository for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities
of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depository. Thereupon
the Company shall execute, and the Trustee or its agent shall authenticate and deliver, without service charge, (1) to each Person specified
by such Depository a new Security or Securities of the same series of like tenor and terms and of any authorized denomination as requested
by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest as specified by such
Depository in the Global Security; and (2) to such Depository a new Global Security of like tenor and terms and in an authorized denomination
equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of
Securities delivered to Holders thereof.


 


(iv)       
In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Securities in definitive registered form in authorized denominations. Upon the exchange of the entire
principal amount of a Global Security for individual Securities, such Global Security shall be canceled by the Trustee or its agent. Except
as provided in the preceding paragraph, Securities issued in exchange for a Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee or the Security Registrar. The Trustee or the Security Registrar shall
deliver at its Corporate Trust Office such Securities to the Persons in whose names such Securities are so registered.


 


ARTICLE III


THE SECURITIES


 


Section 3.01              
General Title; General Limitations; Issuable in Series; Terms of Particular Series. The aggregate principal amount of Securities
which may be authenticated and delivered and Outstanding under this Indenture is not limited.


 


The Securities may be issued in one or more series
as from time to time may be authorized by the Board of Directors. There shall be established in or pursuant to a Board Resolution or in
an indenture supplemental hereto, subject to Section 3.12, prior to the issuance of Securities of any such series:


 


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


 


(2)               
the Person to whom any interest on a Security of such series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


(3)               
the date or dates on which the principal of the Securities of such series is payable;


 


 


 


 






    	 	16	 



     


    

 


(4)               
the rate or rates (or manner of calculation thereof) at which the Securities of such series shall bear interest, if any, the date
or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular
Record Date for any interest payable on any Interest Payment Date;


 


(5)               
the place or places where the principal of and any premium and interest on Securities of such series shall be payable;


 


(6)               
the period or periods within which, the Redemption Price or Prices or the Repayment Price or Prices, as the case may be, at which
and the terms and conditions upon which Securities of such series may be redeemed or repaid (including the applicability of Section 11.09),
as the case may be, in whole or in part, at the option of the Company or the Holder;


 


(7)               
the obligation, if any, of the Company to purchase Securities of such series pursuant to any sinking fund or analogous provisions
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 such series shall be purchased, in whole or in part, pursuant to such obligation;


 


(8)               
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of such series shall
be issuable;


 


(9)               
provisions, if any, with regard to the conversion or exchange of the Securities of such series, at the option of the Holders thereof
or the Company, as the case may be, for or into new Securities of a different series or other securities;


 


(10)            
if other than U.S. dollars, the currency or currencies or units based on or related to currencies in which the Securities of such
series shall be denominated and in which payments of principal of, and any premium and interest on, such Securities shall or may be payable;


 


(11)            
if the principal of (and premium, if any) or interest, if any, on the Securities of such series are to be payable, at the election
of the Company or a Holder thereof, in a coin or currency (including a composite currency) other than that in which the Securities are
stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;


 


(12)            
if the amount of payments of principal of (and premium, if any) or interest, if any, on the Securities of such series may be determined
with reference to an index based on a coin or currency (including a composite currency) other than that in which the Securities are stated
to be payable, the manner in which such amounts shall be determined;


 


(13)            
any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and 11.07 and except for any Securities which, pursuant to Section
3.03, are deemed never to have been authenticated and delivered hereunder);


 


 


 


 






    	 	17	 



     


    

 


(14)            
provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities
of the same series of the same aggregate principal amount or of a different authorized series or different authorized denomination or
denominations, or both;


 


(15)            
provisions, if any, with regard to the appointment by the Company of an Authenticating Agent in one or more places other than the
location of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication and
delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this
Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;


 


(16)            
the portion of the principal amount of Securities of the series, if other than the principal amount thereof, which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;


 


(17)            
any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or other
changes to the Events of Default set forth herein that shall be applicable to the Securities of such series;


 


(18)            
any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions
of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities
of such series;


 


(19)            
if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 shall be applicable
to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental hereto as described
above that has not already been established herein;


 


(20)            
any amendments or modifications to the subordination provisions in Article XII;


 


(21)            
if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the terms
and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities;
and the Depository for such Global Security or Securities;


 


(22)            
if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the accession
of the guarantors to certain obligations hereunder; and


 


(23)            
any other terms of such series, including, without limitations, any restrictions on transfer related thereto.


 


All upon such terms as may be determined in or
pursuant to such Board Resolution or indenture supplemental hereto with respect to such series. The form of the Securities of each series
shall be established pursuant to the provisions of this Indenture in or pursuant to the Board Resolution or in the indenture supplemental
hereto creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner,
reasonably satisfactory to the Trustee, as the Board of Directors may determine.


 


 


 


 






    	 	18	 



     


    

 


Unless otherwise provided with respect to Securities
of a particular series, the Securities of any series may only be issuable in registered form, without coupons.


 


Any terms or provisions in respect of the Securities
of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or
provisions shall be determined.


 


Section 3.02              
Denominations. The Securities of each series shall be issuable in such denominations and currency as shall be provided in the provisions
of this Indenture or in or pursuant to the Board Resolution or the indenture supplemental hereto creating such series. In the absence
of any such provisions with respect to the Securities of any series, the Securities of that series shall be issuable only in fully registered
form in denominations of $1,000 and any integral multiple thereof.


 


Section 3.03              
Execution, Authentication and Delivery and Dating. The Securities shall be executed on behalf of the Company by any Responsible
Officer. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices
at the date of such Securities.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication; and the
Trustee shall, upon Company Order, authenticate and deliver such Securities as in this Indenture provided and not otherwise.


 


Prior to any such authentication and delivery,
the Trustee shall be provided with the Officers’ Certificate required to be furnished to the Trustee pursuant to Section 1.02, and
the Board Resolution and any certificate relating to the issuance of the series of Securities required to be furnished pursuant to Section
2.02, an Opinion of Counsel substantially to the effect that:


 


(1)               
all instruments furnished to the Trustee conform to the requirements of the Indenture and constitute sufficient authority hereunder
for the Trustee to authenticate and deliver such Securities;


 


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


 


(3)               
all laws and requirements with respect to the execution and delivery by the Company of such Securities have been complied with,
the Company has the corporate power to issue such Securities and such Securities have been duly authorized and delivered by the Company
and, assuming due authentication and delivery by the Trustee, constitute legal, valid and binding obligations of the Company enforceable
in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles,
whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Securities,
if any, of such series Outstanding;


 


 


 


 






    	 	19	 



     


    

 


(4)               
when applicable, the Indenture is qualified under the Trust Indenture Act; and


 


(5)               
such other matters as the Trustee may reasonably request; and, if the authentication and delivery relates to a new series of Securities
created by an indenture supplemental hereto, also stating that all laws and requirements with respect to the form and execution by the
Company of the supplemental indenture with respect to that series of Securities have been complied with, the Company has corporate power
to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental
indenture has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance
with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws
and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether
applied in an action at law or in equity).


 


The Trustee shall not be required to authenticate
such Securities if the issue thereof will adversely affect the Trustee’s own rights, duties or immunities under the Securities and
this Indenture.


 


Unless otherwise provided in the form of Security
for any series, all Securities shall be dated the date of their authentication.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual or facsimile signature, and such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


Section 3.04              
Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and, upon receipt
of the documents required by Section 3.03, together with a Company Order, the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten or otherwise produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as evidenced by their execution of such Securities.


 


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


 


Section 3.05              
Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred
to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series.
Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time.
At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the
office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of
Securities.


 


 


 


 






    	 	20	 



     


    

 


Subject to Section 2.04, upon surrender for registration
of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment, the
Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like
tenor and terms.


 


Subject to Section 2.04, at the option of the Holder,
Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal
amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Securityholder making the exchange is entitled to receive.


 


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


 


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


 


Unless otherwise provided in the Security to be
registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange
of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.


 


The Company shall not be required (i) to issue,
register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the
close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption
in whole or in part.


 


None of the Company, the Trustee, any agent of
the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Section 3.06              
Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated Security is surrendered to the Trustee, or the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and upon its written
request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security,
a new Security of like tenor, series, Stated Maturity and principal amount, bearing a number not contemporaneously outstanding.


 


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


 


 


 


 






    	 	21	 



     


    

 


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


 


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


 


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


 


Section 3.07              
Payment of Interest; Interest Rights Preserved. Unless otherwise provided with respect to such Security pursuant to Section 3.01,
interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to
the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest.


 


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


 


(1)               
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names any 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 “Special Record Date”). 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 reasonably 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 (1)
provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not 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 the Holder of each such Security at his address as it appears in the Security Register, not less than
10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


(2)               
The Company may make payment of any Defaulted Interest 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 (2), such manner of payment shall be deemed practicable
by the Trustee.


 


 


 


 






    	 	22	 



     


    

 


If any installment of interest the Stated Maturity
of which is on or prior to the Redemption Date for any Security called for redemption pursuant to Article XI is not paid or duly provided
for on or prior to the Redemption Date in accordance with the foregoing provisions of this Section, such interest shall be payable as
part of the Redemption Price of such Securities.


 


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


 


Section 3.08              
Persons Deemed Owners. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any), and
(subject to Section 3.07) interest on, such Security and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


None of the Company, the Trustee, any agent of
the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Section 3.09              
Cancellation. All Securities surrendered for payment, redemption, registration of transfer, exchange or credit against a sinking
fund shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Security shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except
as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities in accordance with its standard procedures
and deliver a certificate of such disposition to the Company upon its written request therefor.


 


Section 3.10              
CUSIP and CINS Numbers. The Company in issuing any Securities may use “CUSIP” and “CINS” numbers (if then
generally in use) and, if so, the Trustee shall use “CUSIP” and “CINS” numbers in notices of redemption as a convenience
to Securityholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either
as printed on such Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on such Securities, and any such redemption shall not be affected by any defect in or omission of such numbers in such
notices of redemption.


 


Section 3.11              
Computation of Interest. Unless otherwise provided as contemplated in Section 3.01, interest on the Securities shall be calculated
on the basis of a 360-day year of twelve 30-day months.


 


Section 3.12              
Delayed Issuance of Securities. Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary for the Company to deliver to the Trustee an Officers’ Certificate, Board Resolution,
indenture supplemental hereto, Opinion of Counsel or Company Order otherwise required pursuant to Sections 1.02, 2.02, 3.01 and 3.03 at
or prior to the time of authentication of each Security of such series if such documents are delivered to the Trustee or its agent at
or prior to the authentication upon original issuance of the first Security of such series to be issued; provided that any subsequent
request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation
and warranty by the Company that as of the date of such request, the statements made in the Officers’ Certificate or other certificates
delivered pursuant to Sections 1.02 and 2.02 shall be true and correct as if made on such date.


 


 


 


 






    	 	23	 



     


    

 


A Company Order, Officers’ Certificate or
Board Resolution or indenture supplemental hereto delivered by the Company to the Trustee in the circumstances set forth in the preceding
paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on
original issue from time to time in the aggregate principal amount, if any, established for such series pursuant to such procedures reasonably
acceptable to the Trustee as may be specified from time to time by Company Order upon the telephonic, electronic or written order of Persons
designated in such Company Order, Officers’ Certificate, indenture supplemental hereto or Board Resolution (any such telephonic
or electronic instructions to be promptly confirmed in writing by such Persons) and that such Persons are authorized to determine, consistent
with such Company Order, Officers’ Certificate, indenture supplemental hereto or Board Resolution, such terms and conditions of
said Securities as are specified in such Company Order, Officers’ Certificate, indenture supplemental hereto or Board Resolution.


 


ARTICLE IV


SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 4.01              
Satisfaction and Discharge of Indenture. Unless pursuant to Section 3.01 provision is made that this Section shall not be applicable
to the Securities of any series, this Indenture shall cease to be of further effect with respect to any series of Securities (except as
to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein or in the form
of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to such series, when:


 


(1)               
either


 


(A)              
all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, and (ii) Securities of such series for whose
payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee canceled or for
cancellation; or


 


(B)              
all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation:


 


(i)           
have become due and payable, or


 


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


 


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


 


 


 


 






    	 	24	 



     


    

 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series
under Section 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.05, 3.06, 4.02, 10.02 and 10.03 shall
survive such satisfaction and discharge.


 


Section 4.02              
Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money, property and securities
deposited with the Trustee pursuant to Section 4.01 or Section 4.03 shall be held in trust and applied by it, in accordance with the provisions
of the series of Securities in respect of which it was deposited and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.


 


Anything herein to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money, property or securities deposited with
and held by it as provided in Section 4.03 and this Section 4.02 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect an equivalent satisfaction and discharge, Discharge (as defined below) or covenant defeasance,
provided that the Trustee shall not be required to liquidate any securities in order to comply with the provisions of this paragraph.


 


Section 4.03              
Defeasance Upon Deposit of Funds or Government Obligations. Unless pursuant to Section 3.01 provision is made that this Section
shall not be applicable to the Securities of any series, at the Company’s option, either (a) the Company and the Guarantors, if
any, shall be deemed to have been Discharged (as defined below) from its obligations with respect to any series of Securities after the
applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any
term, provision or condition set forth in Section 10.05 and Article VIII (and any other Sections or covenants applicable to such Securities
that are determined pursuant to Section 3.01 to be subject to this provision), the Guarantors, if any, shall be released from the Guarantees
and clause (4) of Section 5.01 of this Indenture (and any other Events of Default applicable to such Securities that are determined pursuant
to Section 3.01 to be subject to this provision) shall be deemed not to be an Event of Default with respect to any series of Securities
at any time after the applicable conditions set forth below have been satisfied:


 


 


 


 






    	 	25	 



     


    

 


(1)               
the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) the
equivalent in securities of the government which issued the currency in which the Securities are denominated or government agencies backed
by the full faith and credit of such government which through the payment of interest and principal in respect thereof in accordance with
their terms will provide freely available funds on or prior to the due date of any payment, money in an amount, or (iii) a combination
of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory
sinking fund payments) and any premium of, interest on and any repurchase or redemption obligations with respect to the outstanding Securities
of such series on the dates such installments of interest or principal or repurchase or redemption obligations are due (before such a
deposit, if the Securities of such series are then redeemable or may be redeemed in the future pursuant to the terms thereof, in either
case at the option of the Company, the Company may give to the Trustee, in accordance with Section 11.02, a notice of its election to
redeem all of the Securities of such series at a future date in accordance with Article XI);


 


(2)               
no Event of Default or event (including such deposit) which with notice or lapse of time would become an Event of Default with
respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other than an Event of Default
resulting from the borrowing of funds to be applied to such deposit);


 


(3)               
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such series
will not recognize income, gain or loss for Federal income tax purposes as a result of the Company’s exercise of its option under
this Section 4.03 and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have
been the case if such option had not been exercised, and, in the case of Securities being Discharged, accompanied by a ruling to that
effect from the Internal Revenue Service, unless, as set forth in such Opinion of Counsel, there has been a change in the applicable Federal
income tax law since the date of this Indenture such that a ruling from the Internal Revenue Service is no longer required;


 


(4)               
the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit referred to in paragraph
(1) above was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent
of defeating, hindering, delaying or defrauding creditors of the Company or others; and


 


(5)               
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of
such series have been complied with.


 


If the Company, at its option, with respect to
a series of Securities, satisfies the applicable conditions pursuant to either clause (a) or (b) of the first sentence of this Section,
then (A), in the event the Company satisfies the conditions to clause (a) and elects clause (a) to be applicable, each of the Guarantors,
if any, shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, its respective guarantee
of the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series
and (B) in either case, each of the Guarantors, if any, shall cease to be under any obligation to comply with any term, provision or condition
set forth in any covenants applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision,
and any Events of Default applicable to such series of Securities that are determined pursuant to Section 3.01 to be subject to this provision
shall be deemed not to be an Event of Default with respect to such series of Securities at any time thereafter.


 


 


 


 






    	 	26	 



     


    

 


Section 4.04              
Reinstatement. If the Trustee or Paying Agent is unable to apply any money, property or securities in accordance with Section 4.02
of this Indenture, by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s and, if applicable, the Guarantors’ obligations under
this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.01 or 4.03 of
this Indenture, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money, property or securities
in accordance with Section 4.02 of this Indenture; provided that, if the Company has made any payment of principal of or interest on any
Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money, property or securities held by the Trustee or Paying Agent.


 


ARTICLE V


REMEDIES


 


Section 5.01              
Events of Default. “Event of Default”, wherever used herein, means with respect to any series of Securities any one
of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body), unless such event is either inapplicable to a particular series or it is specifically deleted or modified in or pursuant
to the indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series:


 


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


 


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


 


(3)               
default in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities
of such series; or


 


(4)               
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture in respect of the Securities
of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which or
the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in the Indenture which
are not expressly stated to be for the benefit of a particular series of Securities being deemed in respect of the Securities of all series
for this purpose, and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 33-1/3% in aggregate principal amount
of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or


 


(5)               
the entry of an order for relief against the Company or any Significant Subsidiary thereof under Title 11, United States Code (the
“Federal Bankruptcy Act”) by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction
in the premises adjudging the Company or any Significant Subsidiary thereof a bankrupt or insolvent under any other applicable Federal
or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company or any Significant Subsidiary thereof under the Federal Bankruptcy Act or any other applicable
Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company
or any Significant Subsidiary thereof or of any substantial part of its property, or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or


 


 


 


 






    	 	27	 



     


    

 


(6)               
the consent by the Company or any Significant Subsidiary thereof to the institution of bankruptcy or insolvency proceedings against
it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Act or any other
applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Company or any Significant Subsidiary thereof or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action by the Company or any Significant Subsidiary thereof
in furtherance of any such action; or


 


(7)               
any other Event of Default provided in the indenture supplemental hereto or Board Resolution under which such series of Securities
is issued or in the form of Security for such series.


 


Section 5.02              
Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in paragraph (1), (2), (3), (4) or (7) (if
the Event of Default under clause (4) or (7) is with respect to less than all series of Securities then Outstanding) of Section 5.01 occurs
and is continuing with respect to any series, then and in each and every such case, unless the principal of all the Securities of such
series shall have already become due and payable, either the Trustee or the Holders of not less than 33-1/3% in aggregate principal amount
of the Securities of such series then Outstanding hereunder (each such series acting as a separate class), by notice in writing to the
Company (and to the Trustee if given by Holders), may declare the principal amount (or, if the Securities of such series are Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities
of such series and all accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding.
If an Event of Default described in clause (4) or (7) (if the Event of Default under clause (4) or (7) is with respect to all series of
Securities then Outstanding), of Section 5.01 occurs and is continuing, then and in each and every such case, unless the principal of
all the Securities shall have already become due and payable, either the Trustee or the Holders of not less than 3 3-1/3% in aggregate
principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice in writing to the Company (and to
the Trustee if given by Holders), may declare the principal amount (or, if any Securities are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms thereof) of all the Securities then Outstanding and all accrued interest
thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities contained to the contrary notwithstanding. If an Event of Default of the type set forth
in clause (5) or (6) of Section 5.01 occurs and is continuing, the principal of and any interest on the Securities then Outstanding shall
become immediately due and payable.


 


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


 


 


 






    	 	28	 



     


    

 


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


 


(A)              
all overdue installments of interest on the Securities of such series; and


 


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


 


(C)              
interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Securities of such
series to the extent that payment of such interest is lawful; and


 


(D)              
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.07; and


 


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


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


 


Section 5.03              
Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


 


(1)               
default is made in the payment of any installment of interest on any Security of any series when such interest becomes due and
payable; or


 


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


 


(3)               
default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of
the Securities of any series; and any such default continues for any period of grace provided with respect to the Securities of such series,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such Security (or the Holders of any such
series in the case of clause (3) above), the whole amount then due and payable on any such Security (or on the Securities of any such
series in the case of clause (3) above) for principal (and premium, if any) and interest, with interest, to the extent that payment of
such interest shall be legally enforceable, upon the overdue principal (and premium, if any) and upon overdue installments of interest,
at such rate or rates as may be prescribed therefor by the terms of any such Security (or of Securities of any such series in the case
of clause (3) above); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts
due the Trustee under Section 6.07.


 


 


 






    	 	29	 



     


    

 


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


 


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


 


Section 5.04              
Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceedings
or otherwise:


 


(1)               
to file and prove a claim for the whole amount of principal (or portion thereof determined pursuant to Section 3.01(16) to be provable
in bankruptcy) (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents
as may be necessary and advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.07) and of the
Securityholders allowed in such judicial proceeding; and


 


(2)               
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized
by each Securityholder to make such payment to the Trustee and in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


 


Nothing herein contained 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 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 5.05              
Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities
of any series may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such series or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agent and counsel and any other amounts due the Trustee under Section 6.07, be for the ratable benefit
of the Holders of the Securities of the series in respect of which such judgment has been recovered.


 


 


 






    	 	30	 



     


    

 


Section 5.06              
Application of Money Collected. Any money collected by the Trustee with respect to a series of Securities pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest, upon presentation of the Securities of such series and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due the Trustee
under Section 6.07.


 


SECOND: To the payment of the amounts then due
and unpaid upon the Securities of that 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.


 


THIRD: To the Company.


 


Section 5.07              
Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


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


 


(2)               
the Holders of not less than 3 3-1/3% in principal amount of the outstanding Securities of such series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


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


 


Section 5.08              
Unconditional Right of Securityholders to Receive Principal, Premium and Interest. Notwithstanding any other provisions in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.


 


 


 






    	 	31	 



     


    

 


Section 5.09              
Restoration of Rights and Remedies. If the Trustee or any Securityholder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Company,
the Trustee and the Securityholders shall, subject to any determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Securityholders shall continue as though
no such proceeding had been instituted.


 


Section 5.10              
Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders is
intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 5.11              
Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Securityholders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Securityholders, as the case may be.


 


Section 5.12              
Control by Securityholders. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee with respect to the Securities of such series, provided that:


 


(1)               
the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that
the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a Responsible
Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not
taking part in such direction, and


 


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


 


Section 5.13              
Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its
consequences, except a default not theretofore cured:


 


(1)               
in the payment of the principal of (or premium, if any) or interest on any Security of such series, or in the payment of any sinking
or purchase fund or analogous obligation with respect to the Securities of such series, or


 


 


 






    	 	32	 



     


    

 


(2)               
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 of such series.


 


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


 


Section 5.14              
Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken 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 and expenses, 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 in the aggregate more than 10% in principal amount of
the Outstanding Securities of any series to which the suit relates, 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 an Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date, as the case may be).


 


Section 5.15              
Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


ARTICLE VI


THE TRUSTEE


 


Section 6.01              
Certain Duties and Responsibilities.


 


(a)             
Except during the continuance of an Event of Default with respect to any series of Securities:


 


(1)               
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect
to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(2)               
in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof
are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein).


 


 


 






    	 	33	 



     


    

 


(b)             
In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise
with respect to the Securities of such series such of the rights and powers vested in it by this Indenture and any indenture supplemental
hereto or Board Resolution relating to such series of Securities, 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.


 


(c)             
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)               
this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;


 


(2)               
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, 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 a majority in principal amount of the Outstanding Securities of any series 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 such series; and


 


(4)               
no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 


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


 


Section 6.02              
Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to Securities of any series, the
Trustee shall transmit by mail to all Securityholders of such series, as their names and addresses appear in the Security Register, notice
of all defaults hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the
payment of any sinking or purchase fund installment or analogous obligation with respect to Securities of such series, the Trustee shall
be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Securityholders
of such series; and provided, further, that in the case of any default of the character specified in Section 5.0 1(4) with respect to
Securities of such series no such notice to Securityholders of such series shall be given until at least 90 days after the occurrence
thereof. For the purpose of this Section, the term “default”, with respect to Securities of any series, means any event which
is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 


 


 






    	 	34	 



     


    

 


Section 6.03              
Certain Rights of Trustee. Except as otherwise provided in Section 6.01:


 


(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, direction, consent, order, bond, debenture 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 or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order
and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


(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, direction, consent, order, bond, debenture or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;


 


(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)             
the Trustee shall not be charged with knowledge of any default (as defined in Section 6.02) or Event of Default with respect
to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee assigned to the
Corporate Trust Department of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such
default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Company
or any other obligor on such Securities or by any Holder of such Securities;


 


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


 


 


 






    	 	35	 



     


    

 


(j)              
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.


 


Section 6.04              
Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the certificates
of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable
for the use or application by the Company of Securities or the proceeds thereof.


 


Section 6.05              
May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, the Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13,
may otherwise deal with the Company or any Guarantor, if applicable, with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.06              
Money Held in Trust. Subject to the provisions of Section 10.03 hereof, all moneys in any currency or currency 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 money
received by it hereunder except as otherwise agreed in writing with the Company.


 


Section 6.07              
Compensation and Reimbursement. The Company agrees:


 


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


 


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


 


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


 


As security for the performance of the obligations
of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities.


 


When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended
to constitute expenses of administration under any bankruptcy law.


 


 


 






    	 	36	 



     


    

 


The Company’s obligations under this Section
6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations
pursuant to Article IV of this Indenture and/or the termination of this Indenture.


 


Section 6.08              
Disqualification; Conflicting Interests. The Trustee for the Securities of any series issued hereunder shall be subject to the
provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for therein. In determining whether the Trustee
has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there
shall be excluded this Indenture with respect to Securities of any particular series of Securities other than that series. Nothing herein
shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b)
of the Trust Indenture Act.


 


Section 6.09              
Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series of Securities,
which shall be either:


 


(a)             
a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such
laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority, or


 


(b)             
a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Trustee
pursuant to a rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers, and subject
to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision
or examination applicable to United States institutional trustees; in either case having a combined capital and surplus of at least $50,000,000.
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. Neither the Company nor any Person
directly or indirectly controlling, controlled by, or under common control with the Company shall serve as trustee for the Securities
of any series issued hereunder. If at any time the Trustee with respect to any series of Securities shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in Section 6.10.


 


Section 6.10              
Resignation and Removal.


 


(a)             
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee under Section 6.11.


 


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


 


(c)             
The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal
amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed
Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


 


 






    	 	37	 



     


    

 


(d)             
If at any time:


 


(1)               
the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series
of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of
that series for at least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section
310(b) of the Trust Indenture Act, or


 


(2)               
the Trustee shall cease to be eligible under Section 6.09 with respect to any series of Securities 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 with respect to any series of Securities, or


 


(4)               
the Trustee shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation, then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, with respect to the series, or in
the case of clause (4), with respect to all series, or (ii) subject to Section 5.14, any Securityholder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the series,
or, in the case of clause (4), with respect to all series.


 


(e)             
If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy
shall occur in the office of the Trustee with respect to any series of Securities for any cause, the Company, by Board Resolution, shall
promptly appoint a successor Trustee for that series of Securities.


 


If, within one year after such resignation, removal
or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by
Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with
respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee
with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment
in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that
series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to such series.


 


(f)              
The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment
of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities of that series as their names and addresses appear in the Security Register. Each notice shall include the name
of the successor Trustee and the address of its principal Corporate Trust Office.


 


 


 






    	 	38	 



     


    

 


Section 6.11              
Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor
Trustee shall become effective with respect to any series as to which it is resigning or being removed as Trustee, and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the predecessor
Trustee with respect to any such series; but, on request of the Company or the successor Trustee, such predecessor Trustee shall, upon
payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Trustee all the rights, powers
and trusts of the predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held
by such predecessor trustee hereunder with respect to all or any such series, subject nevertheless to its lien, if any, provided for in
Section 6.07. 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.


 


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 predecessor Trustee and each successor Trustee
with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain
such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor Trustee is not being succeeded shall continue to be vested
in the predecessor Trustee, and 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 indenture
supplemental hereto shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee.


 


No successor Trustee with respect to any series
of Securities shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible
with respect to that series under this Article.


 


Section 6.12              
Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution
or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


Section 6.13              
Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.


 


Section 6.14              
Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding the Trustee, with the approval of
the Company, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer
or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at
all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District
of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with
the effect specified in this Section.


 


 


 






    	 	39	 



     


    

 


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


 


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


 


The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section.


 


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


 


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


 


 


 


 


 


 


 


 


 


 


 


 






    	 	40	 



     


    

 


[Name of Authenticating Agent]


 


___________________________


by


As Authenticating Agent


 


 


 


___________________________


by


 


 


 


As Authorized Agent


 


 


___________________________


 


 


Dated _____________________


 


 


 


 


 


 


 


 


 


 


 






    	 	41	 



     


    

 


ARTICLE VII


SECURITYHOLDERS’ LISTS AND REPORTS BY


TRUSTEE AND COMPANY


 


Section 7.01              
Company to Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to be furnished to the Trustee:


    


(a)             
semi-annually, not more than 15 days after December 15 and June 15 in each year in such form as the Trustee may reasonably require,
a list of the names and addresses of the Holders of Securities of each series as of such December 15 and June 15, as applicable, and


 


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


 


Section 7.02              
Preservation of Information; Communications to Securityholders.


        


(a)             
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities
contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of Securities
received by the Trustee in its capacity as Security Registrar, if so acting. The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished.


 


(b)             
If three or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply in writing to
the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period of
at least six months preceding the date of such application, and such application states that the applicants desire to communicate with
other Holders of Securities of such series or with the Holders of all Securities with respect to their rights under this Indenture or
under such Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after the receipt of such application, at its election, either:


 


(1)               
afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.02(a), or


 


(2)               
inform such applicants as to the approximate number of Holders of Securities of such series or all Securities, as the case may
be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a), and as
to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application.


 


If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of such
series or to all Securityholders, as the case may be, whose names and addresses appear in the information preserved at the time by the
Trustee in accordance with Section 7.02(a), a copy of the form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless, within five days after such tender, the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interests of the Holders of Securities of such series or all Securityholders, as the case may
be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice
and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all Securityholders of such series or all Securityholders, as the case may be, with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.


 


 


 






    	 	42	 



     


    

 


(c)             
Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 7.02(b), regardless of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.02(b).


 


Section 7.03              
Reports by Trustee.


 


(a)             
Within 60 days after May 15 of each year commencing with the first May 15 after the issuance of Securities, the Trustee shall transmit
by mail, at the Company’s expense, to all Holders as their names and addresses appear in the Security Register, as provided in Trust
Indenture Act 313(c), a brief report dated as of May 15 in accordance with and with respect to the matters required by Trust Indenture
Act Section 313(a).


 


(b)             
The Trustee shall transmit by mail, at the Company’s expense, to all Holders as their names and addresses appear in the Security
Register, as provided in Trust Indenture Act 313(c), a brief report in accordance with and with respect to the matters required by Trust
Indenture Act Section 3 13(b).


 


(c)             
A copy of each such report shall, at the time of such transmission to Holders, be furnished to the Company and, in accordance with
Trust Indenture Act Section 313(d), be filed by the Trustee with each stock exchange upon which the Securities are listed, and also with
the Commission.


 


Section 7.04              
Reports by Company. The Company shall file with the Trustee, and transmit to Holders, such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to
such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed
with the Commission. The Company also shall comply with the other provisions of Trust Indenture Act Section 314(a). Delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such 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 covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).


 


ARTICLE VIII


CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


Section 8.01              
Consolidation, Merger, Conveyance or Transfer on Certain Terms. Except as otherwise set forth in an indenture supplemental hereto
or Board Resolution creating such series of Securities or in the form of security for such Series, the Company shall not consolidate with
or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:


 


(a)             
the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer
the properties and assets of the Company substantially as an entirety shall be organized and existing under the laws of the United States
of America or any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and premium,
if any) and interest on all the Securities and the performance of every covenant of this Indenture (as supplemented from time to time)
on the part of the Company to be performed or observed;


 


(b)             
immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or
both, would become an Event of Default, shall have happened and be continuing; and


 


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


 


 


 






    	 	43	 



     


    

 


Section 8.02              
Successor Person Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein. In
the event of any such conveyance or transfer, the Company as the predecessor shall be discharged from all obligations and covenants under
this Indenture and the Securities and may be dissolved, wound up or liquidated at any time thereafter.


 


ARTICLE IX


SUPPLEMENTAL INDENTURES


 


Section 9.01              
Supplemental Indentures Without Consent of Securityholders. Except as otherwise set forth in an indenture supplemental hereto or
Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of
any Securities, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:


 


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


 


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


 


(3)               
to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising under this Indenture; or


 


(4)               
to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred
to in Section 3 16(a)(2) of the TIA as in effect at the date as of which this instrument was executed or any corresponding provision in
any similar federal statute hereafter enacted; or


 


(5)               
to establish any form of Security, as provided in Article II, to provide for the issuance of any series of Securities as provided
in Article II vI and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or


 


(6)               
to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect
to one or more series of Securities 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 Section 6.11; or


 


(7)               
to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default
are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for
the benefit of one or more specified series); or


 


(8)               
to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities;
provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986,
as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code;
or


 


 


 






    	 	44	 



     


    

 


(9)              
to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any
series which are convertible into Common Stock or other Marketable Securities, if any; or


 


(10)            
to secure the Securities of any series; or


 


(11)            
to add Guarantees in respect of any series or all of the Securities; or


 


(12)            
to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or


 


(13)            
to make any change necessary to comply with any requirement of the Commission in connection with the qualification of this Indenture
or any supplemental indenture under the Trust Indenture Act.


 


No supplemental indenture for the purposes identified
in clauses (2), (3) or (5) above may be entered into if to do so would adversely affect the rights of the Holders of Outstanding Securities
of any series in any material respect.


  


Section 9.02              
Supplemental Indentures With Consent of Securityholders. Except as otherwise set forth in an indenture supplemental hereto or Board
Resolution creating such series of Securities or in the form of security for such Series, with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities of all series affected by such supplemental indenture or indentures
(acting as one class), by Act of said Holders delivered to the Company and the Trustee (in accordance with Section 1.04 hereof), the Company,
when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby:


 


(1)               
change the Maturity of the principal of, or the Stated Maturity of any premium on, or any installment of interest on, any Security,
or reduce the principal amount thereof or the interest or any premium thereon, or change the method of computing the amount of principal
thereof or interest thereon on any date or change any Place of Payment where, or the coin or currency in which, any Security or any premium
or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity
or the Stated Maturity, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the
Repayment Date, as the case may be), or alter the provisions of this Indenture so as to affect adversely the terms, if any, of conversion
of any Securities into Common Stock or other securities; or


 


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


 


 


 






    	 	45	 



     


    

 


(3)               
modify any of the provisions of this Section 9.02, Section 5.13 or Section 10.06, 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; or


 


(4)               
impair or adversely affect the right of any Holder to institute suit for the enforcement of any payment on, or with respect to,
the Securities of any series on or after the Stated Maturity of such Securities (or in the case of redemption, on or after the Redemption
Date); or


 


(5)               
amend or modify Section 13.01 of this Indenture in any manner adverse to the rights of the Holders of the Outstanding Securities
of any series; or


 


(6)               
make any change in the terms of the subordination of the Securities in a manner adverse in any material respect to the Holders
of any series of Outstanding Securities.


 


For purposes of this Section 9.02, if the Securities
of any series are issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such series
shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For
such purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices.
The Trustee for such series shall be entitled to rely on an Officers’ Certificate as to the principal amount of Securities of such
series in respect of which consents shall have been executed by holders of such warrants.


 


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 Holders of Securities of any other series.


 


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


 


Section 9.03              
Subordination Unimpaired. This Indenture may not be amended at any time to alter the subordination, as provided herein, of any
of the Securities then Outstanding without the written consent of the requisite holders of each series of debt securities representing
Senior Indebtedness (as determined in accordance with terms of the instrument governing such Senior Indebtedness) then outstanding that
would be adversely affected thereby.


 


Section 9.04              
Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject
to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


 


 






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Section 9.05              
Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby to the extent provided therein.


 


Section 9.06              
Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements
of TIA as then in effect.


 


Section 9.07              
Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Securities.


 


Section 9.08              
Notice of Supplemental Indentures. Promptly after the execution by the Company, any affected Guarantor and the Trustee of any Supplemental
Indenture pursuant to the provisions of Section 9.02, the Company shall give notice thereof to the Securityholders of each Outstanding
Security affected, in the manner provided for in Section 1.06, setting forth in general terms the substance of such Supplemental Indenture.
Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of
any such amendment or waiver.


 


Section 9.09              
Revocation and Effect of Consents, Waivers and Actions. Until an amendment, waiver or other action by Securityholders becomes effective,
a consent to it or any other action by a Securityholder of any series hereunder is a continuing consent by such Securityholder and every
subsequent Securityholder of that Security, even if notation of the consent, waiver or action is not made on such Security. However, any
such Securityholder or subsequent Securityholder may revoke the consent, waiver or action as to such Securityholder’s Security if
the Trustee receives the notice of revocation before the consent of the requisite aggregate principal amount of the Securities of such
series affected then outstanding has been obtained and not revoked. After an amendment, waiver or action becomes effective, it shall bind
every Securityholder of the affected series, except as provided in Section 9.02.


 


The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Securityholders entitled to consent to any amendment or waiver. If a record date
is fixed, then, notwithstanding the first two sentences of the immediately preceding paragraph, those persons who were Securityholders
at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement
or waiver or to revoke any consent previously given, whether or not such persons continue to be Securityholders after such record date.
No such consent shall be valid or effective for more than 90 days after such record date.


 


ARTICLE X


COVENANTS


 


Section 10.01           
Payment of Principal, Premium and Interest. With respect to each series of Securities, the Company will duly and punctually pay
the principal of (and premium, if any) and interest on such Securities in accordance with their terms and this Indenture, and will duly
comply with all the other terms, agreements and conditions contained in, or made in the Indenture for the benefit of, the Securities of
such series.


 


Section 10.02           
Maintenance of Office or Agency. The Company will maintain an office or agency in each Place of Payment where Securities may be
presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where notices and
demands to or upon the Company in respect of the Securities and this Indenture may be served and where any Securities with conversion
privileges, if any, may be presented and surrendered for conversion. The Company will give prompt written notice to the Trustee of the
location, and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain such office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.


 


 


 






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Unless otherwise set forth in, or pursuant to,
a Board Resolution or indenture supplemental hereto with respect to a series of Securities, the Company hereby initially designates as
the Place of Payment for each series of Securities, the Borough of Manhattan, the City and State of New York, and initially appoints the
Trustee at its Corporate Trust Office as the Company’s office or agency for each such purpose in such city.


 


Section 10.03           
Money for Security Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent for any series of
Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on, any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure to act.


 


Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, on or prior to each due date of the principal of (and premium, if any) or interest on, any
Securities of such series, deposit with a 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 (and premium, if any) or interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 


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


 


(1)               
hold all sums held by it for the payment of principal of (and premium, if any) or interest on Securities of such series in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


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


 


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


 


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


 


 


 






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Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of
any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. The
Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company mail to the Holders
of the Securities as to which the money to be repaid was held in trust, as their names and addresses appear in the Security Register,
a notice that such moneys remain unclaimed and that, after a date specified in the notice, which shall not be less than 30 days from the
date on which the notice was first mailed to the Holders of the Securities as to which the money to be repaid was held in trust, any unclaimed
balance of such moneys then remaining will be paid to the Company free of the trust formerly impressed upon it.


 


Section 10.04           
Statement as to Compliance. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written
statement signed by the principal executive officer, principal financial officer or principal accounting officer of the Company stating
that:


 


(1)               
a review of the activities of the Company during such year and of performance under this Indenture and under the terms of the Securities
has been made under his supervision; and


 


(2)               
to the best of his knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture and has
complied with all conditions and covenants on its part contained in this Indenture through such year, or, if there has been a default
in the fulfillment of any such obligation, covenant or condition, specifying each such default known to him and the nature and status
thereof.


 


For the purpose of this Section 10.04, default
and compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this
Indenture.


 


Section 10.05           
Legal Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its legal existence.


 


Section 10.06           
Waiver of Certain Covenants. The Company may omit in respect of any series of Securities, in any particular instance, to comply
with any covenant or condition set forth in Sections 10.04 or 10.05 or set forth in a Board Resolution or indenture supplemental hereto
with respect to the Securities of such series, unless otherwise specified in such Board Resolution or indenture supplemental hereto, if
before or after the time for such compliance the Holders of not less than a majority in principal amount of the Outstanding Securities
of all series affected by such waiver (voting as one class) shall, by Act of such Securityholders delivered to the Company and the Trustee
(in accordance with Section 1.04 hereof), either waive such compliance in such instance or generally waive compliance with such covenant
or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition
shall remain in full force and effect. Nothing in this Section 10.06 shall permit the waiver of compliance with any covenant or condition
set forth in such Board Resolution or indenture supplemental hereto which, if in the form of an indenture supplemental hereto, would not
be permitted by Section 9.02 without the consent of the Holder of each Outstanding Security affected thereby.


 


 


 






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ARTICLE XI


REDEMPTION OF SECURITIES


 


Section 11.01           
Applicability of Article. The Company may reserve the right to redeem and pay before Stated Maturity all or any part of the Securities
of any series, either by optional redemption, sinking or purchase fund or analogous obligation or otherwise, by provision therefor in
the form of Security for such series established and approved pursuant to Section 2.02 and on such terms as are specified in such form
or in the Board Resolution or indenture supplemental hereto with respect to Securities of such series as provided in Section 3.01. Redemption
of Securities of any series shall be made in accordance with the terms of such Securities and, to the extent that this Article does not
conflict with such terms, the succeeding Sections of this Article. Notwithstanding anything to the contrary in this Indenture, except
in the case of redemption pursuant to a sinking fund, the Trustee shall not make any payment in connection with the redemption of Securities
until the close of business on the Redemption Date.


 


Section 11.02           
Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities redeemable at the election of the Company
shall be evidenced by, or pursuant to authority granted by, a Board Resolution. In case of any redemption at the election of the Company
of less than all of the Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be reasonably satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series and the Tranche (as defined in Section 11.03) to be redeemed.


 


In the case of any redemption of Securities (i)
prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture,
or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.


 


Section 11.03           
Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of like tenor and terms of any series (a “Tranche”)
are to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such Tranche not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may include provision for the selection for redemption of portions of the principal of Securities of such
Tranche of a denomination larger than the minimum authorized denomination for Securities of that series. Unless otherwise provided in
the terms of a particular series of Securities, the portions of the principal of Securities so selected for partial redemption shall be
equal to the minimum authorized denomination of the Securities of such series, or an integral multiple thereof, and the principal amount
which remains outstanding shall not be less than the minimum authorized denomination for Securities of such series. If less than all the
Securities of unlike tenor and terms of a series are to be redeemed, the particular Tranche of Securities to be redeemed shall be selected
by the Company.


 


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


 


Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate number in a written statement signed by an authorized
officer of the Company and delivered to the Trustee at least 45 days prior to the Redemption Date (unless a shorter period shall be reasonably
satisfactory to the Trustee) as being owned of record and beneficially by, and not pledged or hypothecated by either, (a) the Company
or (b) an entity specifically identified in such written statement as being an Affiliate of the Company.


 


 


 






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


 


Section 11.04           
Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 15 (unless
otherwise provided in the Board Resolution or indenture supplemental hereto establishing the relevant series) nor more than 45 days prior
to the Redemption Date, to each holder of Securities to be redeemed, at his address appearing in the Security Register.


 


All notices of redemption shall state:


 


(1)               
the Redemption Date;


 


(2)               
the Redemption Price;


 


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


 


(4)               
that on the Redemption Date the Redemption Price will become due and payable upon each such Security, and that interest, if any,
thereon shall cease to accrue from and after said date;


 


(5)               
the place where such Securities are to be surrendered for payment of the Redemption Price, which shall be the office or agency
of the Company in the Place of Payment;


 


(6)               
that the redemption is on account of a sinking or purchase fund, or other analogous obligation, if that be the case;


 


(7)               
if such Securities are convertible into Common Stock or other securities, the Conversion Price or other conversion price and the
date on which the right to convert such Securities into Common Stock or other securities will terminate; and


 


(8)               
if applicable, that the redemption may be rescinded by the Company, at its sole option, pursuant to Section 11.09 of this Indenture
upon the occurrence of a Redemption Rescission Event.


 


Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company; provided that if the Trustee is asked to give such notice it shall be given at least five Business Days prior
notice.


 


Section 11.05           
Deposit of Redemption Price. On or prior to any Redemption Date and subject to Section 11.09, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section
10.03) an amount of money sufficient to pay the Redemption Price of all the Securities which are to be redeemed on that date. If any Security
to be redeemed is converted into Common Stock or other securities, any money so deposited with the Trustee or a Paying Agent shall be
paid to the Company upon Company Request or, if then so segregated and held in trust by the Company, shall be discharged from such trust.


 


 


 






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Section 11.06           
Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
subject to Section 11.09, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after
such date (unless the Company shall default in the payment of the Redemption Price) such Securities shall cease to bear interest and any
rights to convert such Securities shall terminate. Upon surrender of such Securities for redemption in accordance with the notice and
subject to Section 11.09, such Securities shall be paid by the Company at the Redemption Price. Unless otherwise provided with respect
to such Securities pursuant to Section 3.01, installments of interest the Stated Maturity of which is on or prior to the Redemption Date
shall be payable to the Holders of such Securities registered as such on the relevant Regular Record Dates according to their terms and
the provisions of Section 3.07.


 


If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate
borne by the Security, or as otherwise provided in such Security.


 


Section 11.07           
Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at the office or agency of
the Company in the Place of Payment with respect to that series (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and Stated Maturity and of like tenor and terms, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal
of the Security so surrendered.


 


Section 11.08           
Provisions with Respect to Any Sinking Funds. Unless the form or terms of any series of Securities shall provide otherwise, in
lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in cash, the Company may
at its option (1) deliver to the Trustee for cancellation any Securities of such series theretofore acquired by the Company or converted
by the Holder thereof into Common Stock or other securities, or (2) receive credit for any Securities of such series (not previously so
credited) acquired by the Company (including by way of optional redemption pursuant to the sinking fund or otherwise but not by way of
mandatory sinking fund redemption) or converted by the Holder thereof into Common Stock or other securities and theretofore delivered
to the Trustee for cancellation, and if it does so then (i) Securities so delivered or credited shall be credited at the applicable sinking
fund Redemption Price with respect to Securities of such series, and (ii) on or before the 60th day next preceding each sinking fund Redemption
Date with respect to such series of Securities, the Company will deliver to the Trustee (A) an Officers’ Certificate specifying
the portions of such sinking fund payment to be satisfied by payment of cash and by delivery or credit of Securities of such series acquired
by the Company or converted by the Holder thereof, and (B) such Securities, to the extent not previously surrendered. Such Officers’
Certificate shall also state the basis for such credit and that the Securities for which the Company elects to receive credit have not
been previously so credited and were not acquired by the Company through operation of the mandatory sinking fund, if any, provided with
respect to such Securities and shall also state that no Event of Default with respect to Securities of such series has occurred and is
continuing. All Securities so delivered to the Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu
thereof.


 


 


 






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If the sinking fund payment or payments (mandatory
or optional) with respect to any series of Securities made in cash plus any unused balance of any preceding sinking fund payments with
respect to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request), unless otherwise
provided by the terms of such series of Securities, that cash shall be applied by the Trustee on the sinking fund Redemption Date with
respect to Securities of such series next following the date of such payment to the redemption of Securities of such series at the applicable
sinking fund Redemption Price with respect to Securities of such series, together with accrued interest, if any, to the date fixed for
redemption, with the effect provided in Section 11.06. The Trustee shall select, in the manner provided in Section 11.03, for redemption
on such sinking fund Redemption Date a sufficient principal amount of Securities of such series to utilize that cash and shall thereupon
cause notice of redemption of the Securities of such series for the sinking fund to be given in the manner provided in Section 11.04 (and
with the effect provided in Section 11.06) for the redemption of Securities in part at the option of the Company. Any sinking fund moneys
not so applied or allocated by the Trustee to the redemption of Securities of such series shall be added to the next cash sinking fund
payment with respect to Securities of such series received by the Trustee and, together with such payment, shall be applied in accordance
with the provisions of this Section 11.08. Any and all sinking fund moneys with respect to Securities of any series held by the Trustee
at the Maturity of Securities of such series, and not held for the payment or redemption of particular Securities of such series, shall
be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Securities of such series at Maturity.


 


On or before each sinking fund Redemption Date
provided with respect to Securities of any series, the Company shall pay to the Trustee in cash a sum equal to all accrued interest, if
any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption Date pursuant to this Section 11.08.


 


Section 11.09           
Rescission of Redemption. In the event that this Section 11.09 is specified to be applicable to a series of Securities pursuant
to Section 3.01 and a Redemption Rescission Event shall occur following any day on which a notice of redemption shall have been given
pursuant to Section 11.04 hereof but at or prior to the time and date fixed for redemption as set forth in such notice of redemption,
the Company may, at its sole option, at any time prior to the earlier of (i) the close of business on that day which is two Trading Days
following such Redemption Rescission Event and (ii) the time and date fixed for redemption as set forth in such notice, rescind the redemption
to which such notice of redemption shall have related by making a public announcement of such rescission (the date on which such public
announcement shall have been made being hereinafter referred to as the “Rescission Date”). The Company shall be deemed to
have made such announcement if it shall issue a release to the Dow Jones News Service, Reuters Information Services or any successor news
wire service. From and after the making of such announcement, the Company shall have no obligation to redeem Securities called for redemption
pursuant to such notice of redemption or to pay the Redemption Price therefor and all rights of Holders of Securities shall be restored
as if such notice of redemption had not been given. As promptly as practicable following the making of such announcement, the Company
shall telephonically notify the Trustee and the Paying Agent of such rescission. The Company shall give notice of any such rescission
by first-class mail, postage prepaid, mailed as promptly as practicable but in no event later than the close of business on that day which
is five Trading Days following the Rescission Date to each Holder of Securities at the close of business on the Rescission Date and to
the Trustee and the Paying Agent. Each notice of rescission shall (A) state that the redemption described in the notice of redemption
has been rescinded and (B) state that such form must be properly completed and received by the Company no later than the close of business
on a date that shall be 15 Trading Days following the date of the mailing of such notice of rescission.


 


 


 






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ARTICLE XII


SUBORDINATION OF SECURITIES


 


Section 12.01           
Agreement of Subordination. The Company covenants and agrees, and each holder of Securities issued hereunder by his acceptance
thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article XII; and each Securityholder,
whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.


 


The payment of the principal of, premium, if any,
and interest on all Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject
in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter
incurred.


 


The provisions of this Article XII define the subordination
of the Securities, as obligations of the Company, with respect to Senior Indebtedness of the Company, as defined for the Company. All
such provisions shall also be deemed to apply in the same way (mutatis mutandis) to each Guarantor, with appropriate corresponding references
to the Senior Indebtedness of such Guarantor. No provision of this Article XII shall prevent the occurrence of any default or Event of
Default hereunder.


 


Section 12.02           
Payments to Securityholders. In the event and during the continuation of any default in the payment of principal, premium, interest
or any other payment due on any Senior Indebtedness of the Company continuing beyond the period of grace, if any, specified in the instrument
or lease evidencing such Senior Indebtedness of the Company, then, unless and until such default shall have been cured or waived or shall
have ceased to exist, no payment shall be made by the Company with respect to the principal of, or premium, if any, or interest on the
Securities, except sinking fund payments made by the acquisition of Securities under Section 11.08 prior to the happening of such default
and payments made pursuant to Article IV hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such
default.


 


Upon any payment by the Company, or distribution
of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up
or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other
proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof
provided for in money in accordance with its terms, before any payment is made on account of the principal (and premium, if any) or interest
on the Securities (except payments made pursuant to Article IV hereof from monies deposited with the Trustee pursuant thereto prior to
the happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation
or reorganization any payment by the Company, or distribution of assets of the Company of and kind or character, whether in cash, property
or securities, to which the holders of the Securities or the Trustee would be entitled, except for the provisions of this Article XII,
shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or
it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness of the Company held by such holders, as calculated by the Company) or their representative or representatives, or
to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Company may
have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Company in full,
in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness
of the Company, before any payment or distribution is made to the holders of the Securities or to the Trustee.


 


 


 






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In the event that, notwithstanding the foregoing,
any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by
the foregoing, shall be received by the Trustee or the holders of the Securities before all Senior Indebtedness of the Company is paid
in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Company or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness
of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment
of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full
in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior
Indebtedness. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares
of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect
to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) the
Senior Indebtedness of the Company is assumed by the new corporation, if any, resulting from any such reorganization or readjustment,
and (ii) the rights of the holders of the Senior Indebtedness of the Company (other than leases) and of leases which are assumed are not,
without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger
of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its
property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article
8 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other
corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 8 hereof.
Nothing in this Section 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.


 


Section 12.03           
Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the holders
of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions
of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium,
if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or
the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article
XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed
to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this
Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand,
and the holders of the Senior Indebtedness of the Company, on the other hand.


 


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


 


 


 






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Upon any payment or distribution of assets of the
Company referred to in this Article XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall
be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation
or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, delivered to the Trustee or to the holders of the Securities, for the purpose of ascertaining
the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article XII.


 


Section 12.04           
Authorization by Securityholders. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee in his
behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XII appoints the
Trustee his attorney-in-fact for any and all such purposes.


 


Section 12.05           
Notice to Trustee. The Company shall give promptly written notice to a Responsible Officer of the Trustee of any fact known to
the Company which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article XII. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article XII, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior
Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of
Section 6.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than three Business
Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation,
the payment of the principal of (or premium, if any) or interest on any Security) the Trustee shall not have received, with respect to
such monies, the notice provided for in this Section 12.05, then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall
not be affected by any notice to the contrary which may be received by it on or after such prior date.


 


Notwithstanding anything to the contrary hereinbefore
set forth, nothing shall prevent any payment by the Company or the Trustee to the Securityholders of monies in connection with a redemption
of Securities if (i) notice of such redemption has been given pursuant to Article XI or Section 4.01 hereof prior to the receipt by the
Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date.
The Trustee conclusively shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a
holder of Senior Indebtedness of the Company (or a trustee on behalf of such holder) to establish that such notice has been given by a
holder of Senior Indebtedness of the Company or a trustee on behalf of any such holder or holders. In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company
to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Company held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under
this Article XII, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.


 


 


 


 






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Section 12.06           
Trustee’s Relation to Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article XII in respect of any Senior Indebtedness of the Company at any time held by it, to the same extent as any other
holder of Senior Indebtedness of the Company and nothing elsewhere in this Indenture shall deprive the Trustee of any of its rights as
such holder.


 


With respect to the holders of Senior Indebtedness
of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth
in this Article XII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness
of the Company and the Trustee shall not be liable to any holder of Senior Indebtedness of the Company if it shall pay over or deliver
to holders of Securities, the Company or any other Person money or assets to which any holder of Senior Indebtedness of the Company shall
be entitled by virtue of this Article XII or otherwise.


 


Section 12.07           
No Impairment of Subordination. No right of any present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any
act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charge with.


 


Section 12.08           
Rights of Trustee. Nothing in this Article XII shall apply to claims of or payments to, the Trustee pursuant to Section 6.07 or
4.02.


 


Section 12.09           
Applicable to Paying Agents. The term “Trustee” as used in this Article XII, shall (unless the context otherwise requires)
be construed as extending to and including the Paying Agent within its meaning as fully for all intents and purposes as if the Paying
Agent were named in this Article XII in addition to in place of the Trustee; provided, however, that Sections 12.06 and 12.08 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


ARTICLE XIII


GUARANTEES


 


Section 13.01           
Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons. The
terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular series of Securities.
Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, on a subordinated
basis, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture)
and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when
due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture
(including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of
all other obligations of the Company under this Indenture and the Securities. The obligations of each Guarantor under any such Guarantee
will be junior and subordinated in right of payment to the Senior Indebtedness of such Guarantor in the same manner and to the same extent
as the Securities are subordinated to the Senior Indebtedness of the Issuer.


 


 


 






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(a)             
Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence
of any action to enforce the same, the recovery of any judgment against the Company or any other Guarantor (except to the extent such
judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action
or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver
or amendment shall be effective in accordance with its terms).


 


(b)             
Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not
merely of collection.


 


(c)             
Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person,
and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the
filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding
first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the
part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series.


 


(d)             
The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make
such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company or any Guarantor,
or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any Guarantor, any amount
paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated
in full force and effect.


 


(e)             
Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred
by the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees.


 


(f)              
Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees
shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this
Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights
of creditors generally.


 


[Signature page follows]


 


 


 


 


 


 


 


 






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


 


Xenetic Biosciences, Inc.


 


 


By: _______________________________________


 


Name: _____________________________________


 


Title: ______________________________________


 


 


[TRUSTEE], as Trustee


 


 


By: _______________________________________


 


Name: _____________________________________


 


Title: ______________________________________


 


 


 


 


 


 


 


 


 


 


 


 


 






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