EXHIBIT 4.4


 


 


 


 


 


 


 


 


 


Xenetic Biosciences,
Inc.


 


 


 


and


 


 


 


_________________________________,


 


 


 


Trustee


 


 


 


INDENTURE


 


 


 


Dated as of _________,
___


 


 


 


Providing for Issuance
of Senior Debt Securities in Series


 


 


 


 






    	 	 	 



     


    

 


Table of Contents


 


	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF
    GENERAL APPLICATION	1
	 	 
	Section 1.01   Definitions	1
	 	 
	Section 1.02   Compliance Certificates and Opinions	8
	 	 
	Section 1.03   Form of Documents Delivered to Trustee	9
	 	 
	Section 1.04   Acts of Securityholders	9
	 	 
	Section 1.05   Notices, etc., to Trustee and Company	10
	 	 
	Section 1.06   Notices to Securityholders; Waiver	11
	 	 
	Section 1.07   Conflict with Trust Indenture Act	11
	 	 
	Section 1.08   Effect of Headings and Table of Contents	11
	 	 
	Section 1.09   Successors and Assigns	11
	 	 
	Section 1.10   Separability Clause	11
	 	 
	Section 1.11   Benefits of Indenture	11
	 	 
	Section 1.12   Governing Law	12
	 	 
	Section 1.13   Counterparts	12
	 	 
	Section 1.14   Judgment Currency	12
	 	 
	Section 1.15   Legal Holidays	12
	 	 
	Section 1.16   Agent for Service; Submission to Jurisdiction; Waiver of Immunities
    and Jury Trial	12
	 	 
	ARTICLE II SECURITY FORMS	13


 


 


 






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	Section 2.01   Forms Generally	13
	 	 
	Section 2.02   Forms of Securities	13
	 	 
	Section 2.03   Form of Trustee’s Certificate of Authentication	13
	 	 
	Section 2.04   Securities Issuable in the Form of a Global Security	14
	 	 
	ARTICLE III THE SECURITIES	16
	 	 
	Section 3.01   General Title; General Limitations; Issuable in Series; Terms
    of Particular Series	16
	 	 
	Section 3.02   Denominations	18
	 	 
	Section 3.03   Execution, Authentication and Delivery and Dating	18
	 	 
	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	21
	 	 
	Section 3.08   Persons Deemed Owners	22
	 	 
	Section 3.09   Cancellation	22
	 	 
	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 SATISFACTION AND DISCHARGE; DEFEASANCE	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


 


 


 


 






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	Section 4.04   Reinstatement	27
	 	 
	ARTICLE V REMEDIES	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 THE TRUSTEE	33
	 	 
	Section 6.01   Certain Duties and Responsibilities	33
	 	 
	Section 6.02   Notice of Defaults	34
	 	 
	Section 6.03   Certain Rights of Trustee	34


 


 


 


 


 






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	Section 6.04   Not Responsible for Recitals or Issuance of
    Securities	36
	 	 
	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 SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
    COMPANY	41
	 	 
	Section 7.01   Company to Furnish Trustee Names and Addresses of Securityholders	41
	 	 
	Section 7.02   Preservation of Information; Communications to Securityholders	41
	 	 
	Section 7.03   Reports by Trustee	42
	 	 
	Section 7.04   Reports by Company	43
	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	43
	 	 
	Section 8.01   Consolidation, Merger, Conveyance or Transfer on Certain Terms	43
	 	 
	Section 8.02   Successor Person Substituted	43
	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	44
	 	 
	Section 9.01   Supplemental Indentures Without Consent of Securityholders	44


 


 


 






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	Section 9.02   Supplemental Indentures With Consent of Securityholders	45
	 	 
	Section 9.03   Execution of Supplemental Indentures	46
	 	 
	Section 9.04   Effect of Supplemental Indentures	46
	 	 
	Section 9.05   Conformity with Trust Indenture Act	46
	 	 
	Section 9.06   Reference in Securities to Supplemental Indentures	46
	 	 
	Section 9.07   Notice of Supplemental Indentures	47
	 	 
	Section 9.08   Revocation and Effect of Consents, Waivers and Actions	47
	 	 
	ARTICLE X COVENANTS	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 REDEMPTION OF SECURITIES	50
	 	 
	Section 11.01   Applicability of Article	50
	 	 
	Section 11.02   Election to Redeem; Notice to Trustee	50
	 	 
	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 GUARANTEES	54
	 	 
	Section 12.01   Guarantees	54


 


 


 






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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 9.01(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”
has the meaning specified in Section 4.03.


 


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


 


“Federal Bankruptcy
Act” has the meaning specified in Section 5.01(5).


 


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


 


 


 


 


 






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“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 12.01(a).


 


“Guarantor”
means any Person who guarantees any series of Securities issued hereunder as specified in Section 12.01(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.


 


“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.


 


 


 


 


 






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“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.


 


“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.


 


 


 


 


 






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“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.


 


“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.


 


 


 


 


 






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“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.


 


“Significant
Subsidiary” means any Subsidiary which would be a “significant subsidiary” as defined in Article 1, Rule 12 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.


 


 


 


 






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“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;


 


 


 


 






    	 	8	 



     


    

 


	 	(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.


 


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.


 


	 	(1)                 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.


 


 


 






    	 	9	 



     


    

 


	 	(2)                 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.
	 	 
	 	(3)                 The
    ownership of Securities shall be proved by the Security Register.
	 	 
	 	(4)                 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.
	 	 
	 	(5)                 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:


 


 


 


 






    	 	10	 



     


    

 


	 	(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 5.0
    1(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.


 


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.


 


 


 


 


 






    	 	11	 



     


    

 


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.


 


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.


 


 


 


 






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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:


 


 


 


 


 


 


 


 


 


 






    	 	13	 



     


    

 


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 ________________________


 


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


 


	 	(1)                 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.”
	 	 
	 	(2)                 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.


 


 


 






    	 	14	 



     


    

 


	 	 
	 	(3)                 (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.
	 	 
	 	(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.


 


 


 






    	 	15	 



     


    

 


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
	 	 
	 	(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;


 


 


 


 






    	 	16	 



     


    

 


	 	 
	 	(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);
	 	 
	 	(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;


 


 


 






    	 	17	 



     


    

 


	 	 
	 	(20)              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;
	 	 
	 	(21)              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
	 	 
	 	(22)              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.


 


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.


 


 


 






    	 	18	 



     


    

 


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;
	 	 
	 	(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.


 


 


 






    	 	19	 



     


    

 


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.


 


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.


 


 


 






    	 	20	 



     


    

 


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.


 


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.


 


 


 






    	 	21	 



     


    

 


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.


 


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 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 in 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.


 


 


 






    	 	22	 



     


    

 


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.


 


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.


 


 


 


 


 






    	 	23	 



     


    

 


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;


 


	 	(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.


 


 


 






    	 	24	 



     


    

 


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:


 


	 	(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);


 


 


 






    	 	25	 



     


    

 


	 	 
	 	(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.


 


“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.


 


 


 






    	 	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 3 3-1/3% 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.


 


 


 


 






    	 	28	 



     


    

 


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:


 


	 	(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.


 


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.


 


 


 


 






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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:


 


	 	(i)                   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
	 	 
	 	(ii)                 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.


 


 


 


 






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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
	 	 
	 	(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.


 


 


 


 






    	 	32	 



     


    

 


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).


 


	 	(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.


 


 


 


 






    	 	33	 



     


    

 


	 	(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.


 


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


 


 


 


 






    	 	34	 



     


    

 


	 	(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:


 


	 	(1)                 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);
	 	 
	 	(2)                 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
	 	 
	 	(3)                 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.


 


 


 


 






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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:


 


	 	(i)                   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
	 	 
	 	(ii)                 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 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.


 


 


 


 






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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 607. 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


 


_________________________


 


As Authorized Agent


 


Dated ____________________


 


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:


 


	 	(1)                 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
	 	 
	 	(2)                 at
    such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list
    of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that
    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:


 


 






    	 	41	 



     


    

 


	 	(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.


 


	 	(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).


 


 


 


 






    	 	42	 



     


    

 


	 	 
	 	(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:


 


	 	(1)                 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;
	 	 
	 	(2)                 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
	 	 
	 	(3)                 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.


 


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.


 


 


 


 






    	 	43	 



     


    

 


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 III 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


 


 


 


 






    	 	44	 



     


    




 


	 	(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


 


	 	(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 12.01 of this Indenture in any manner adverse to the rights of the Holders of the Outstanding Securities of any
    series.


 


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                  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.


 


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


 


Section
9.05                  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
9.06                  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.


 


 


 


 






    	 	46	 



     


    

 


Section
9.07                  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
9.08                  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.


 


 


 


 






    	 	47	 



     


    

 


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.


 


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.


 


 


 


 






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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.


 


 


 


 






    	 	51	 



     


    

 


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

GUARANTEES


 


Section
12.01               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, 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.


 


	 	(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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