Exhibit
4.7


 


B.
RILEY FINANCIAL, INC.


 


and


 


U.S.
BANK NATIONAL ASSOCIATION, 


as
Trustee


 


INDENTURE


 





Dated as of  , 20  


 


SENIOR
DEBT SECURITIES


 




    	 



     


    

 


CROSS-REFERENCE
TABLE


 


	 	 	 
	TIA
Section
	 	Indenture
    Section
	 	 	 
	310
    (a)(1)	 	6.9
	(a)(2)	 	6.9
	(a)(3)	 	N/A
	(a)(4)	 	N/A
	(a)(5)	 	6.9
	(b)	 	6.8;
    6.9
	311
    (a)	 	6.13
	(b)	 	6.13
	312
    (a)	 	7.1
	(b)	 	7.2
	(c)	 	7.2
	313
    (a)	 	7.3
	(b)(1)	 	7.3
	(b)(2)	 	7.3
	(c)	 	7.3
	(d)	 	7.3
	314
    (a)	 	7.4
	(b)	 	N/A
	(c)(1)	 	1.2
	(c)(2)	 	1.2
	(c)(3)	 	N/A
	(d)	 	N/A
	(e)	 	1.2
	(f)	 	1.2
	315
    (a)	 	6.1
	(b)	 	6.2
	(c)	 	6.1
	(d)	 	6.1;6.3
	(e)	 	5.14
	316
    (a) (last sentence)	 	1.1(“Outstanding”)
	(a)(1)(A)	 	5.12
	(a)(1)(B)	 	5.13
	(a)(2)	 	N/A
	(b)	 	5.8
	(c)	 	9.2
	317
    (a)(1)	 	5.3
	(a)(2)	 	5.4
	(b)	 	10.3
	318
    (a)	 	1.7


 


N/A
means Not Applicable


 


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


 




    	-i- 



     


    

 


Table
of Contents


 


	 	 	Page
	ARTICLE
    I  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	Section
    1.1.	Definitions	1
	 	Section
    1.2.	Compliance
    Certificates and Opinions	6
	 	Section
    1.3.	Form
    of Documents Delivered to Trustee	6
	 	Section
    1.4.	Acts
    of Holders	6
	 	Section
    1.5.	Notices,
    Etc., to Trustee or Company	7
	 	Section
    1.6.	Notice
    to Holders; Waiver	8
	 	Section
    1.7.	Conflict
    with Trust Indenture Act	9
	 	Section
    1.8.	Effect
    of Headings and Table of Contents	9
	 	Section
    1.9.	Successors
    and Assigns	9
	 	Section
    1.10.	Separability
    Clause	9
	 	Section
    1.11.	Benefits
    of Indenture	9
	 	Section
    1.12.	Governing
    Law; Waiver of Jury Trial	9
	 	Section
    1.13.	Legal
    Holidays	9
	 	Section
    1.14.	Force
    Majeure	9
	ARTICLE
    II  SECURITY
    FORMS	10
	 	Section
    2.1.	Forms
    Generally	10
	 	Section
    2.2.	Form
    of Trustee’s Certificate of Authentication	10
	ARTICLE
    III  THE
    SECURITIES	10
	 	Section
    3.1.	Amount
    Unlimited; Issuable in Series	10
	 	Section
    3.2.	Denominations	12
	 	Section
    3.3.	Execution,
    Authentication, Delivery and Dating	12
	 	Section
    3.4.	Temporary
    Securities	14
	 	Section
    3.5.	Registration;
    Registration of Transfer and Exchange	14
	 	Section
    3.6.	Mutilated,
    Destroyed, Lost and Stolen Securities	16
	 	Section
    3.7.	Payment
    of Interest; Interest Rights Preserved	16
	 	Section
    3.8.	Persons
    Deemed Owners	17
	 	Section
    3.9.	Cancellation	17
	 	Section
    3.10.	Computation
    of Interest	18
	ARTICLE
    IV  SATISFACTION AND DISCHARGE	18
	 	Section
    4.1.	Satisfaction
    and Discharge of Indenture	18
	 	Section
    4.2.	Application
    of Trust Money	19
	ARTICLE
    V  REMEDIES	19
	 	Section
    5.1.	Events
    of Default	19
	 	Section
    5.2.	Acceleration
    of Maturity; Rescission and Annulment	20
	 	Section
    5.3.	Collection
    of Indebtedness and Suits for Enforcement by Trustee	21
	 	Section
    5.4.	Trustee
    May File Proofs of Claim	22
	 	Section
    5.5.	Trustee
    May Enforce Claims Without Possession of Securities	22
	 	Section
    5.6.	Application
    of Money Collected	23
	 	Section
    5.7.	Limitation
    on Suits	23
	 	Section
    5.8.	Unconditional
    Right of Holders to Receive Principal, Premium and Interest	23
	 	Section
    5.9.	Restoration
    of Rights and Remedies	24
	 	Section
    5.10.	Rights
    and Remedies Cumulative	24
	 	Section
    5.11.	Delay
    or Omission Not Waiver	24


 




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Table
of Contents


(Continued)


 


	 	 	Page
	 	Section
    5.12.	Control
    by Holders	24
	 	Section
    5.13.	Waiver
    of Past Defaults	25
	 	Section
    5.14.	Undertaking
    for Costs	25
	 	Section
    5.15.	Waiver
    of Usury, Stay or Extension Laws	25
	ARTICLE
    VI  THE TRUSTEE	26
	 	Section 6.1.	Certain
    Duties and Responsibilities	26
	 	Section
    6.2.	Notice
    of Defaults	26
	 	Section
    6.3.	Certain
    Rights of Trustee	27
	 	Section
    6.4.	Not
    Responsible for Recitals or Issuance of Securities	28
	 	Section
    6.5.	May
    Hold Securities	28
	 	Section
    6.6.	Money
    Held in Trust	28
	 	Section
    6.7.	Compensation
    and Reimbursement	28
	 	Section
    6.8.	Disqualification;
    Conflicting Interests	29
	 	Section
    6.9.	Corporate
    Trustee Required; Eligibility	30
	 	Section
    6.10.	Resignation
    and Removal; Appointment of Successor	30
	 	Section
    6.11.	Acceptance
    of Appointment by Successor	31
	 	Section
    6.12.	Merger,
    Conversion, Consolidation or Succession to Business	32
	 	Section
    6.13.	Preferential
    Collection of Claims	32
	 	Section
    6.14.	Appointment
    of Authenticating Agent	32
	ARTICLE
    VII  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	33
	 	Section
    7.1.	Company
    to Furnish Trustee Names and Addresses of Holders	33
	 	Section
    7.2.	Preservation
    of Information; Communications to Holders	34
	 	Section
    7.3.	Reports
    by Trustee	34
	 	Section
    7.4.	Reports
    by Company	34
	ARTICLE
    VIII  CONSOLIDATION,
    MERGER, CONVEYANCE, TRANSFER OR LEASE	35
	 	Section
    8.1.	Company
    May Consolidate, Etc., Only on Certain Terms	35
	 	Section
    8.2.	Successor
    Substituted	35
	ARTICLE
    IX  SUPPLEMENTAL
    INDENTURES	36
	 	Section
    9.1.	Supplemental
    Indentures Without Consent of Holders	36
	 	Section
    9.2.	Supplemental
    Indentures with Consent of Holders	36
	 	Section
    9.3.	Execution
    of Supplemental Indentures	37
	 	Section
    9.4.	Effect
    of Supplemental Indentures	37
	 	Section
    9.5.	Conformity
    with Trust Indenture Act	38
	 	Section
    9.6.	Reference
    in Securities to Supplemental Indentures	38
	ARTICLE
    X  COVENANTS	38
	 	Section
    10.1.	Payment
    of Principal, Premium and Interest	38
	 	Section
    10.2.	Maintenance
    of Office or Agency	38
	 	Section
    10.3.	Money
    for Securities Payments to Be Held in Trust	38
	 	Section
    10.4.	Corporate
    Existence	39
	 	Section
    10.5.	[Reserved]	39
	 	Section
    10.6.	Statement
    by Officer as to Default	39
	ARTICLE
    XI  REDEMPTION OF SECURITIES	40
	 	Section
    11.1.	Applicability
    of Article	40
	 	Section
    11.2.	Election
    to Redeem; Notice to Trustee	40


 




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Table
of Contents


(Continued)


 


	 	 	Page
	 	Section
    11.3.	Selection
    by Trustee of Securities to Be Redeemed	40
	 	Section
    11.4.	Notice
    of Redemption	40
	 	Section
    11.5.	Deposit
    of Redemption Price	41
	 	Section
    11.6.	Securities
    Payable on Redemption Date	41
	 	Section
    11.7.	Securities
    Redeemed in Part	42
	ARTICLE
    XII  SINKING FUNDS	42
	 	Section
    12.1.	Applicability
    of Article	42
	 	Section
    12.2.	Satisfaction
    of Sinking Fund Payments with Securities	42
	 	Section
    12.3.	Redemption
    of Securities for Sinking Fund	42
	ARTICLE
    XIII  DEFEASANCE AND COVENANT DEFEASANCE	43
	 	Section
    13.1.	Applicability
    of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	43
	 	Section
    13.2.	Defeasance
    and Discharge	43
	 	Section
    13.3.	Covenant
    Defeasance	43
	 	Section
    13.4.	Conditions
    to Defeasance or Covenant Defeasance	44
	 	Section
    13.5.	Deposited
    Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	45


 




    	-iii- 



     


    

 


INDENTURE,
dated as of , 20 , between B. Riley Financial, Inc., a Delaware corporation (the “Company”), and U.S. Bank
National Association, a national banking association, as trustee (the “Trustee”).


 


RECITALS
OF THE COMPANY


 


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


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
I



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.1. Definitions.


 


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


 


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



 

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



 

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



 

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



 

	 	(5)	any
    reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of
    this Indenture.



 

“Act”,
when used with respect to any Holder, has the meaning specified in Section 1.4(a).


 


“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.


 




    	1 



     


    

 


“Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities of one or more
series.


 


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


 


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


 


“Business
Day” means, for any place where the principal and interest on the Notes is payable, each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day in which banking institutions in New York are authorized or obligated by law or executive order
to close.


 


“Capital
Stock” for any corporation means any and all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) stock issued by that corporation.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time
after the execution of this 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.


 


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


 


“Company
Request” or “Company Order” means a written request or order signed in the name of the Company by any Officer.


 


“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, as at the date of this Indenture, is located at U.S. Bank National Association, 633 West Fifth Street,
24th Floor, Los Angeles, California 90071, Attention: P. Oswald (B. Riley Financial, Inc.), or such other address as
the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office
of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders
and the Company).


 


“corporation”
includes corporations, associations, companies (including limited liability companies) and business trusts.


 


“covenant
defeasance” has the meaning specified in Section 13.3.


 


“default”,
when used in Section 6.2, has the meaning specified in Section 6.2.


 


“Defaulted
Interest” has the meaning specified in Section 3.7(b).


 


“defeasance”
has the meaning specified in Section 13.2.


 


“Depositary”
means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities,
the Person designated as Depositary for such series by the Company pursuant to Section 3.1(b)(15), which Person shall be a clearing
agency registered under the Exchange Act; and if at any time there is more than one such Person, “Depositary” as used
with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series.


 




    	2 



     


    

 


“Event
of Default” has the meaning specified in Section 5.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case, as amended.


 


“Global
Security” or “Global Securities” means a Security or Securities, as the case may be, evidencing all or part
of a series of Securities, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary
or nominee.


 


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


 


“Indebtedness”
of any Person means indebtedness for borrowed money and indebtedness under purchase money mortgages or other purchase money liens
or conditional sales or similar title retention agreements, in each case where such indebtedness has been created, incurred, or
assumed by such Person to the extent such indebtedness would appear as a liability upon a balance sheet of such Person prepared
in accordance with U.S. generally accepted accounting principles as in effect on the date hereof, guarantees by such Person of
such indebtedness, and indebtedness for borrowed money secured by any mortgage, pledge or other lien or encumbrance upon property
owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness (but not exceeding
the amount of indebtedness secured by such mortgage, pledge, lien or encumbrance).


 


“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 3.1.


 


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


 


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


 


“Market
Exchange Rate” has the meaning specified in Section 1.4(f).


 


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


 


“Notice
of Default” has the meaning specified in Section 5.1.


 


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


 


“Officer’s
Certificate” means a certificate signed by any Officer. An Officer’s Certificate provided pursuant to Section 10.6
shall be signed by the principal executive, financial or accounting officer of the Company.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the Company (including an employee or officer of
the Company or any of its Affiliates) and who shall be reasonably acceptable to the Trustee.


 


“Original
Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.


 




    	3 



     


    

 


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


 


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



 

	 	(ii)	Securities
    for whose payment or redemption money (or in the case of payment by defeasance under Section 13.2, money, U.S. Government
    Obligations or both) in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than
    the Company) in trust, or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent),
    for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption
    has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and provided further, in the case of payment by defeasance under Section 13.2, that all conditions precedent to the application of
    such Section shall have been satisfied; and



 

	 	(iii)	Securities
    which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated
    and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented
    to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities
    are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite
    principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
    waiver hereunder, (i) the principal amount of an 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 such determination upon acceleration
    of the Maturity thereof pursuant to Section 5.2 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, except that,
    in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
    notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned
    which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
    Trustee the pledgee’s independent right so to act with respect to such Securities and that the pledgee is not the Company
    or any other obligor upon the Securities or any Affiliate of the Company or of 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.


 


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


 


“Place
of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of (and
premium, if any) and interest on the Securities of that series are payable as specified as contemplated by Section 3.1 or, if
not so specified, the City of New York, New York.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost 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.


 




    	4 



     


    

 


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


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 3.1.


 


“Responsible
Officer”, when used with respect to the Trustee, means any officer in the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter relating
to this Indenture, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity
with the particular subject and who shall have direct responsibility for the administration of this Indenture.


 


“Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.5(a).


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7(b).


 


“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 (i) any corporation, association, or other business entity (other than a partnership, joint venture,
limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at
the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person or a combination thereof; and (ii) any partnership, joint venture, limited liability company or similar entity
of which (x) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited
partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership
or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such
entity.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except
as provided in Section 9.5 and, to the extent required by any amendment thereto, the Trust Indenture Act of 1939, as 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 or include
each Person who is then a Trustee hereunder and, if at any time there is more than one such Person, “Trustee” as used
with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.


 


“U.S.
Government Obligation” has the meaning set forth in Section 13.4(a).


 


“Vice
President” means any vice president, whether or not designated by a number or a word or words added before or after the
title “vice president”.


 




    	5 



     


    

 


Section
1.2. Compliance Certificates and Opinions.


 


(a)
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 Officer’s Certificate stating that all conditions precedent, if any, 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, 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.


 


(b)
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than
certificates provided pursuant to Section 10.6) shall include:


 


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


 


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


 


(3)
a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether such covenant or condition has been complied with; and


 


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


 


Section
1.3. Form of Documents Delivered to Trustee.


 


(a)
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 as to other matters, and any such Person may certify or give an opinion as to such matters in one or more documents.


 


(b)
Any certificate of any officer of the Company 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 or her certificate or opinion is based are erroneous.
Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate 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 representations
with respect to such matters are erroneous.


 


(c)
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
1.4. Acts of Holders.


 


(a)
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required,
to the Company. The Trustee shall promptly deliver to the Company copies of any such instrument or instruments delivered to the
Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders 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 6.1) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this Section 1.4.


 




    	6 



     


    

 


(b)
The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her 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; and the Trustee may
in any instance require further proof with respect to any of the matters referred to in this Section 1.4.


 


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


 


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


 


(e)
The Depositary selected pursuant to subsection (b)(15) of Section 3.1, as a Holder, may appoint agents and otherwise authorize
participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take hereunder.


 


(f)
Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered
pursuant to Section 3.1 of this Indenture with respect to a particular series of Securities, whenever for purposes of this Indenture
any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all series or
all series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any
series which are denominated in a coin or currency other than U.S. Dollars, then the principal amount of Securities of such series
which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of U.S. Dollars that could
be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 1.4(f), “Market Exchange
Rate” shall mean the noon U.S. Dollar buying rate in The City of New York for cable transfers of that currency as published
by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency,
the Trustee shall use, without liability on its part, such quotation of the Federal Reserve Bank of New York or quotations from
one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations
as the Company shall deem appropriate and direct the Trustee to use pursuant to a Company Order. The provisions of this paragraph
shall apply in determining the equivalent principal amount in respect of Securities of a series denominated in currency other
than U.S. Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions
and determinations of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in this paragraph
shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for
all purposes and irrevocably binding upon the Company and all Holders.


 


Section
1.5. Notices, Etc., to Trustee or Company.


 


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


 




    	7 



     


    

 


(1)
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office or sent by facsimile, electronic transmission or first-class mail,
postage-prepaid at the address set forth below:


 


	 	U.S.
    Bank National Association	 
	 	633
    West Fifth Street, 24th Floor	 
	 	Los
    Angeles, California 90071	 
	 	Attention:
    	 	 	 
	 	Facsimile:
    	 	 	 
	 	E-mail:
    	 	 	 
	 	 	 


(2)
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and sent, to the Company either by facsimile, electronic transmission or first-class mail, postage prepaid
at the address set forth below:


 


	 	B.
    Riley Financial, Inc.	 
	 	21255
    Burbank Blvd, Suite 400	 
	 	Woodland
    Hills, California 91367	 
	 	Attention:	 	 
	 	Facsimile:	 	 
	 	E-mail:
    	 	 


 


The
Company or the Trustee may designate additional or different addresses for subsequent notices or communications.


 


Notices
given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.


 


Section
1.6. Notice to Holders; Waiver.


 


Where
this Indenture provides for notice to Holders (including any notice of redemption), such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing (including facsimile or other electronic transmission) and mailed, first-class
postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security Register or if given to the
applicable Depositary (or its designee) according to the applicable procedures of such Depositary. If such notice or communication
is mailed (or delivered by electronic transmission in accordance with the applicable procedures of the Depositary) in the manner
provided above within the time prescribed herein, it is duly given, whether or not the addressee receives it. In any case where
notice to Holders is given, neither the failure to send such notice, nor any defect in any notice so sent, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders. Such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.


 


Notwithstanding
any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including
any notice of redemption or purchase) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently
given if given to the Depositary pursuant to the standing instructions from the Depositary.


 


Notices
given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.


 




    	8 



     


    

 


Section
1.7. Conflict with Trust Indenture Act.


 


If
any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture
by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision hereof limits, qualifies
or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act such imposed duties shall control. If any provision
of the Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and govern the Indenture, such provision of the Trust Indenture Act shall control. If any provision of the
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision
shall be deemed to apply to the Indenture as such provision of the Trust Indenture Act is so modified or excluded, as the case
may be.


 


Section
1.8. 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
1.9. Successors and Assigns.


 


All
covenants and agreements in this Indenture by the Company shall bind its 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 the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section
1.12. Governing Law; Waiver of Jury Trial.


 


This
Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. Each of
the Company and the Trustee irrevocably waives, to the fullest extent permitted by applicable law, any and all rights to trial
by jury in any legal proceeding arising out of or relating to this Indenture, the Securities, or the transactions contemplated
thereby.


 


Section
1.13. Legal Holidays.


 


In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at
the Stated Maturity, provided that no interest shall accrue on the amount then payable for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.


 


Section
1.14. Force Majeure.


 


In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this
Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.


 




    	9 



     


    

 


ARTICLE
II


 


SECURITY
FORMS


 


Section
2.1. Forms Generally.


 


(a)
The Securities of each series shall be in substantially the form as shall be established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officer executing such Securities, as evidenced by his or her execution of such Securities.
If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities.


 


(b)
The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other
manner, all as determined by the Officer executing such Securities, as evidenced by his or her execution of such Securities.


 


Section
2.2. Form of Trustee’s Certificate of Authentication.


 


The
Trustee’s certificates of authentication shall be in substantially the following form:


 


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


 


	 	U.S.
    Bank National Association,

    as Trustee
	 	 	 
	 	By	 
	 	Authorized
    Signatory


 


ARTICLE
III



THE SECURITIES


 


Section
3.1. Amount Unlimited; Issuable in Series.


 


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


 


(b)
The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and (subject
to Section 3.3) set forth or determined as provided in an Officer’s Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,


 


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


 




    	10 



     


    

 


(2)
any limit upon the aggregate principal amount of the Securities of the 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 the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant
to Section 3.3, are deemed never to have been authenticated and delivered hereunder);


 


(3)
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


(4)
the date or dates on which the principal of the Securities of the series is payable and/or the method by which such date or dates
shall be determined;


 


(5)
the rate or rates (or method for establishing the rate or rates) at which the Securities of the series shall bear interest, if
any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable
and the Regular Record Date for the interest payable on any Interest Payment Date (or method for establishing such date or dates);


 


(6)
the place or places where the principal of (and premium, if any) and interest on Securities of the series shall be payable;


 


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


 


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


 


(9)
if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities
of the series shall be issuable;


 


(10)
if other than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the method by which such portion shall
be determined;


 


(11)
if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
or private debts, the currency or currencies (including composite currencies) in which payment of the principal of (and premium,
if any) and/or interest on the Securities of the series shall be payable;


 


(12)
if the principal of (and premium, if any) and/or interest on the Securities of the series are to be payable, at the election of
the Company or any Holder, in a currency or currencies (including composite currencies) 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;


 


(13)
if the amounts of payments of principal of (and premium, if any) and/or interest on the Securities of the series may be determined
with reference to an index, the manner in which such amounts shall be determined;


 




    	11 



     


    

 


(14)
in the case of Securities of a series the terms of which are not established pursuant to subsection (11), (12) or (13) above,
whether either or both of Section 13.2 or Section 13.3 shall not be applicable to the Securities of such series; or, in the case
of Securities the terms of which are established pursuant to subsection (11), (12) or (13) above, the adoption and applicability,
if any, to such Securities of any terms and conditions similar to those contained in Section 13.2 and/or Section 13.3;


 


(15)
whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in
such case, the Depositary for such Global Security or Securities;


 


(16)
any additional or different events of default that apply to Securities of the series, and any change in the right of the Trustee
or the Holders of such Securities to declare the principal thereof due and payable;


 


(17)
any additional or different covenants that apply to Securities of the series;


 


(18)
the form of the Securities of the series; and


 


(19)
any other terms of the series (which terms shall not contradict the provisions of this Indenture).


 


(c)
All Securities of any one series need not be issued at the same time and may be issued from time to time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for issuances of additional Notes of such series; provided,
however, that if such additional Notes are not fungible with the Notes of such series for U.S. federal income tax purposes, the
additional Notes will have a separate CUSIP number.


 


(d)
If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Officer’s Certificate setting forth the terms of the series. With respect to Securities of
a series constituting a medium term note program, such Board Resolution may provide general terms or parameters for Securities
of such series and may provide that the specific terms of particular Securities of such series, and the Persons authorized to
determine such terms or parameters, may be determined in accordance with or pursuant to the Company Order referred to in Section
3.3.


 


Section
3.2. Denominations.


 


The
Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as
contemplated by Section 3.1. In the absence of any such provisions with respect to the Securities of any series, the Securities
of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


Section
3.3. Execution, Authentication, Delivery and Dating.


 


(a)
The Securities shall be executed on behalf of the Company by any Officer. The signature of any such Officer on the Securities
may be manual or facsimile.


 


(b)
Securities bearing the manual or facsimile signature of an individual who was at any time a proper Officer of the Company shall
bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery
of such Securities or did not hold such office at the date of such Securities.


 




    	12 



     


    

 


(c)
At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery
of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities; provided,
that, with respect to Securities of a series constituting a medium term note program, the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time in the aggregate principal amount established for such series as
may be specified from time to time by a Company Order and pursuant to such procedures acceptable to the Trustee. The maturity
dates, original issue dates, interest rates and any other terms of the Securities of such series shall be determined by or pursuant
to such Company Order and procedures.


 


(d)
If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully
protected in relying upon, an Opinion of Counsel stating,


 


(1)
if the form of any of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that
such form has been established in conformity with the provisions of this Indenture;


 


(2)
if the terms of any of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that
such terms have been established in conformity with the provisions of this Indenture; and


 


(3)
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable
in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating
to or affecting the enforcement of creditors’ rights and to general equity principles.


 


(e)
Notwithstanding that such form or terms have been so established, the Trustee shall not be required to authenticate such Securities
if the issue of such Securities pursuant to this Indenture would adversely affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


(f)
Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section
3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.3 at or prior to the time of authentication
of each Security of such series if such documents have been delivered at or prior to the time of authentication upon original
issuance of the first Security of such series to be issued.


 


(g)
With respect to Securities of a series constituting a medium term note program, if the form and general terms of the Securities
of such series have been established by or pursuant to one or more Board Resolutions or by an indenture supplemental hereto, as
permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully
protected in relying upon, in addition to the foregoing documents and Opinion of Counsel, or in lieu of clause (c) above, an Opinion
of Counsel stating that the Securities have been duly authorized by the Company and, when duly executed by the Company and completed
and authenticated by the Trustee in accordance with the Indenture and issued, delivered and paid for in accordance with any applicable
distribution agreement, will have been duly issued under the Indenture and will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.


 


(h)
Each Security shall be dated the date of its authentication.


 




    	13 



     


    

 


(i)
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
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 and is entitled to the benefits of this Indenture. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 together with a written statement (which
need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


Section
3.4. Temporary Securities.


 


(a)
Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order, the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced,
in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with
such appropriate insertions, omissions, substitutions and other variations as the Officer executing such Securities may determine,
as evidenced by his or her execution of such Securities.


 


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


 


Section
3.5. Registration; Registration of Transfer and Exchange.


 


(a)
The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office
and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively 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 and of transfers of Securities. The Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein provided and “Paying Agent” for the
Securities. In acting hereunder and in connection with the Securities, the Paying Agent and Security Registrar shall act solely
as agents of the Company, and will not thereby assume any obligations towards or relationship of agency or trust for or with any
Holder.


 


(b)
Upon surrender for registration of transfer of any Security of any series at an office or agency of the Company in a Place of
Payment designated by the Company pursuant to Section 10.2 for that series, the Company shall execute and, upon Company Order,
the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.


 


(c)
At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, 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, upon Company Order, the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.


 




    	14 



     


    

 


(d)
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.


 


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


 


(f)
No service charge shall be made for any registration of transfer or for exchange of Securities, but the Company or the Trustee
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any
transfer.


 


(g)
The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period
beginning at the opening of business 15 days before the day of the sending of a notice of redemption of Securities of that series
selected for redemption under Section 11.3 and ending at the close of business on the day of such transmission, or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.


 


(h)
Notwithstanding the foregoing, any Global Security shall be exchangeable pursuant to this Section 3.5 for Securities registered
in the names of Persons other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Security or if any time such Depositary ceases to be
a clearing agency registered under the Exchange Act and the Company has not appointed a successor Depositary within 90 days from
the date of such notice or from the date the Company became aware that such Depositary is no longer registered, as applicable,
(ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii)
there shall have occurred and be continuing an Event of Default of which the Trustee has been notified with respect to the Securities
and the Depositary for such Global Security requests such exchange in writing. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing
in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.


 


(i)
Notwithstanding any other provision in this Indenture, a Global Security may not be transferred except as a whole by the Depositary
with respect to such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary.


 


(j)
The Trustee shall have no responsibility, obligation or duty to:


 


(1)
any beneficial owner of a Global Security, any member or participant in the Depositary or any other Person with respect to (A)
the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership
interest in the Securities, (B) the delivery to any participant, member, beneficial owner or other Person (other than the Depositary)
of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or
other security or property) under or with respect to such Securities, or (C) the selection of the particular Securities or portions
thereof to be redeemed or refunded in the event of a partial redemption or refunding of the Securities; or


 


(2)
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable
law with respect to any transfer of any interest in any Security (including any transfers between or among the Depositary, its
agent members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture with respect
to transfers between Holders, and to examine the same to determine substantial compliance as to form with the express requirements
hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.


 




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(3)
All notices and communications to be given by any beneficial owner of a Security and all payments to be made to any beneficial
owner of a Security in respect of the Securities shall be given or made only to or upon the order of the registered owner or owners
of the Securities (which shall be the Depositary or its nominee in the case of a Global Security). The rights of the beneficial
owners of any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of
the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with
respect to its members, participants and beneficial owners.


 


Section
3.6. Mutilated, Destroyed, Lost and Stolen Securities.


 


(a)
If any mutilated Security is surrendered to the Trustee, the Company shall execute and, upon Company Order, the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount, and bearing
a number not contemporaneously outstanding.


 


(b)
If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft
of any Security and (ii) such security and/or indemnity as may be required by them to save each of them and any agent of any of
them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and, upon Company Order, the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, and bearing a number
not contemporaneously outstanding.


 


(c)
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.


 


(d)
Upon the issuance of any new Security under this Section 3.6, the Company or the Trustee 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 reasonable
fees and expenses of the Trustee and its counsel) connected therewith.


 


(e)
Every new Security of any series issued pursuant to this Section 3.6 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 that series duly issued hereunder.


 


(f)
The provisions of this Section 3.6 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
3.7. Payment of Interest; Interest Rights Preserved.


 


(a)
Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, 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.


 


(b)
Any interest on any Security of any series 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 Holder entitled
to such interest by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in clause (1) or (2) below:


 




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(1)
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date (as defined below) for
the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix a special record date (the “Special Record Date”)
for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent to each Holder of Securities
of such series in accordance with Section 1.6, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so sent, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


(2)
The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner
of payment shall be deemed practicable by the Trustee.


 


(c)
Subject to the foregoing provisions of this Section 3.7, 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
3.8. Persons Deemed Owners.


 


Prior
to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such 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 3.7) 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. Without limiting the generality of the foregoing, a Holder, including any Depositary that
is the Holder of a Global Security, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders,
and the Depositary that is the Holder of a Global Security may provide its proxy or proxies to the beneficial owners of interests
in any such Global Security through such Depositary’s standing instructions and customary practice.


 


Section
3.9. Cancellation.


 


All
Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and 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 may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold and
all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities canceled as provided in this Section 3.9, except as expressly permitted by this Indenture. Subject to the record
retention requirements of the Act and the Trustee’s procedures, all canceled Securities held by the Trustee shall be disposed
of as directed by a Company Order.


 




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Section
3.10. Computation of Interest.


 


Except
as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.


 


ARTICLE
IV



SATISFACTION AND DISCHARGE


 


Section
4.1. Satisfaction and Discharge of Indenture.


 


(a)
This Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series (except as to
any surviving rights of registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated
Securities of such series herein expressly provided for), and the Trustee, on the demand of and at the expense of the Company,
shall execute instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, when


 


(1)
either


 


(A)
all Securities of such 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 3.6 and (ii) Securities of such series for
whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation;
or


 


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


 


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


 


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


 




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(b)
At any time when no Securities of any series are outstanding, this Indenture shall upon Company Request cease to be of further
effect and the Trustee, at the expense of the Company, shall execute instruments of satisfaction and discharge of this Indenture.


 


(c)
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section
6.7, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 10.3 shall survive.


 


Section
4.2. Application of Trust Money.


 


Subject
to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1, all money
and U.S. Government Obligations deposited with the Trustee pursuant to Section 13.2 or Section 13.3 and all money received by
the Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 13.2 or Section 13.3, shall
be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as 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 or
received by the Trustee as contemplated by Section 4.1, Section 13.2 or Section 13.3.


 


ARTICLE
V

REMEDIES


 


Section
5.1. Events of Default.


 


“Event
of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(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;


 


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


 


(3)
default in the deposit of any sinking fund payment, to the extent applicable, when and as due by the terms of any Security of
that series;


 


(4)
default in the performance, or breach, of any covenant of the Company in this Indenture (other than a covenant a default in whose
performance or whose breach is elsewhere in this Section 5.1 specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of a series of Securities other than the series in respect of which the Event of Default is being
determined), and continuance of such default or breach for a period of 60 days after there has been sent to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of
that series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is
a “Notice of Default” hereunder;


 


(5)
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company 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
for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;


 




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(6)
the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial
part of its property, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company
in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action; or


 


(7)
any other Event of Default provided with respect to Securities of that series.


 


Subject
to the provisions of Section 6.1 hereof, the Trustee shall not be deemed to have knowledge of an Event of Default hereunder (except
for those described in paragraphs (1) through (3) above, if the Trustee is then the Paying Agent) unless a Responsible Officer
of the Trustee shall have actual knowledge thereof or shall have received written notice thereof and such notice references the
Securities and this Indenture.


 


Section
5.2. Acceleration of Maturity; Rescission and Annulment.


 


(a)
If an Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 5.1) with respect to Securities
of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of
the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified in the terms thereof), together with accrued and unpaid interest, if any, of all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of
Default specified in clause (5) or (6) of Section 5.1 with respect to Securities of any series at the time Outstanding occurs,
the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) of all of the Outstanding Securities of that series
shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of any Security
of that series.


 


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


 


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


 


(A)
all overdue interest on all Securities of that series,


 


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


 




     20


     


    

 


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


 


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


 


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


 


(d)
Upon receipt by the Trustee of any declaration of acceleration, or rescission and annulment thereof, with respect to Securities
of a series all or part of which is represented by a Global Security, the Trustee shall establish a record date for determining
Holders of Outstanding Securities of such series entitled to join in such declaration of acceleration, or rescission and annulment,
as the case may be, which record date shall be at the close of business on the day the Trustee receives such declaration of acceleration,
or rescission and annulment, as the case may be. The Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether
or not such Holders remain Holders after such record date; provided, that unless such declaration of acceleration, or rescission
and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained prior
to the day which is 90 days after such record date, such declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new declaration of acceleration,
or rescission or annulment thereof, as the case may be, that is identical to a declaration of acceleration, or rescission or annulment
thereof, which has been canceled pursuant to the preceding sentence, in which event a new record date shall be established pursuant
to the provision of this Section 5.2.


 


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


 


(a)
The Company covenants that if:


 


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


 


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


 


(b)
If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities and collect the
moneys adjudged or 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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(c)
If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section
5.4. Trustee May File Proofs of Claim.


 


(a)
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 (and premium, if any) or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,


 


(i)
to file and prove a claim for the whole amount of principal (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 or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and


 


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


 


(b)
Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7.


 


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


 


(d)
The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters it deems advisable.


 


Section
5.5. Trustee May Enforce Claims Without Possession of Securities.


 


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


 




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Section
5.6. Application of Money Collected.


 


Any
money or property collected by the Trustee pursuant to this Article V 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 or property on account of principal (or premium, if
any) or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:


 


FIRST:
To the payment of all amounts due the Trustee under Section 6.7;


 


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


 


THIRD:
To the Company.


 


Section
5.7. Limitation on Suits.


 


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


 


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


 


(2)
the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)
such Holder or Holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee 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 and/or security 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 that series;


 


it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of any
provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders (it being understood that
the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial
to such Holders), or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.


 


Section
5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest.


 


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


 




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Section
5.9. Restoration of Rights and Remedies.


 


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


 


Section
5.10. Rights and Remedies Cumulative.


 


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


 


Section
5.11. Delay or Omission Not Waiver.


 


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


 


Section
5.12. Control by Holders.


 


(a)
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)
such direction shall not be in conflict with any rule of law or with this Indenture, nor subject the Trustee to a risk of personal
liability in respect of which the Trustee has not received indemnification satisfactory to it in its sole discretion against all
losses, liabilities and expenses caused by taking or not taking such action, and


 


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


 


(b)
Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory to it
in its sole discretion against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused
by or that might be caused by taking or not taking such action.


 


(c)
Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by
a Global Security, the Trustee may establish a record date for determining Holders of outstanding Securities of such series entitled
to join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction.
The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction,
whether or not such Holders remain Holders after such record date; provided, that unless such majority in principal amount shall
have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further
action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder,
from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant
to the provisions to the preceding sentence, in which event a new record date shall be established pursuant to the provisions
of this Section 5.12.


 




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Section
5.13. Waiver of Past Defaults.


 


(a)
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:


 


(1)
in the payment of the principal of (or premium, if any) or interest on any Security of such series which have become due otherwise
than by a declaration of acceleration under Section 5.2 and interest thereon at the rate or rates prescribed therefor in such
Securities, 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 affected.


 


(b)
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.


 


Each
party to this Indenture agrees, and each Holder of any Security by such Holder’s acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).


 


Section
5.15. Waiver of Usury, 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 usury, 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.


 




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ARTICLE
VI


 


THE
TRUSTEE


 


Section
6.1. Certain Duties and Responsibilities.


 


(a)
Except during the continuance of an Event of Default,


 


(1)
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, 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 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 or mathematical calculations or other facts
stated therein).


 


(b)
In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under
the circumstances in the conduct of such Person’s own affairs.


 


(c)
No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action,
its own grossly 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 6.1;


 


(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 grossly 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, determined as provided in Section 5.12, 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 grounds
for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not 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 6.1.


 


Section
6.2. Notice of Defaults.


 


Within
90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall send to
all Holders of Securities of such series notice of such default 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 fund installment with respect
to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities of such series. For the purpose of this Section
6.2, the term “default” 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.


 




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Section
6.3. Certain Rights of Trustee.


 


Subject
to the provisions of Section 6.1:


 


(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, note, other evidence of indebtedness
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,
or as otherwise expressly provided herein, 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, conclusively rely upon an Officer’s Certificate;


 


(d)
before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate
or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by 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 Holders pursuant to this Indenture (including, without limitation, instituting, conducting or defending
any litigation), unless such Holders shall have offered to the Trustee security and/or indemnity 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, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney;


 


(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 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 (including Security
Registrar and Paying Agent), and each agent, custodian and other Person employed to act hereunder;


 


(i)
the Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers
under this Indenture;


 


(j)
in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action;


 




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


 


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


 


(m)
the Trustee shall have no responsibility for any information in any offering document or other disclosure material distributed
with respect to any series of Securities, and the Trustee shall have no responsibility for compliance with any state or federal
securities laws in connection with the Securities, other than the filing of any documents required to be filed by an indenture
trustee pursuant to the Trust Indenture Act or otherwise required in the Indenture; and


 


(n)
the permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.


 


Section
6.4. Not Responsible for Recitals or Issuance of Securities.


 


The
recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as
the statements of the Company, and the Trustee or any Authenticating Agent 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 or any
Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.
The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or
otherwise to perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Indenture.


 


Section
6.5. May Hold Securities.


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or of the Trustee,
in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13,
may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.


 


Section
6.6. Money Held in Trust.


 


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


 


Section
6.7. Compensation and Reimbursement.


 


The
Company agrees:


 


(1)
to pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and for its services
hereunder as Trustee, Paying Agent, Security Registrar and in all other capacities in which it is serving hereunder as the Company
and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust);


 




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


 


(3)
to indemnify the Trustee, any predecessor Trustee and their respective agents, directors, employees and officers for, and to hold
them harmless against, any loss, damage, claim, liability or out-of-pocket expense (including the reasonable compensation and
the expenses and disbursements of its agents and counsel and taxes (other than taxes based upon, measured or determined by the
income of the Trustee, any predecessor Trustee or their respective agents, directors, employees and officers)) incurred without
gross negligence or willful misconduct on its or their part (as determined by a competent court of appropriate jurisdiction in
a final, non-appealable judgment), arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and out-of-pocket expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of the Trustee’s powers or duties hereunder.


 


The
Trustee shall notify the Company promptly of any claim for which it may seek indemnification pursuant to the provisions of this
Indenture. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company
shall be entitled to participate in, and to the extent that it shall wish, to assume the defense of such claim, with counsel satisfactory
to the Trustee (and the Trustee shall cooperate in the defense thereof), and after notice from the Company to the Trustee of the
Company’s election so to assume the defense thereof, the Company shall not be liable to the Trustee under this Indenture
for any legal or other expenses subsequently incurred by the Trustee in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that the Trustee may only employ separate counsel at the expense of the Company if
in the judgment of the Trustee (i) the Company has not retained counsel reasonably satisfactory to the Trustee, (ii) a conflict
of interest or a potential conflict of interest exists by reason of common representation or (iii) there are legal defenses available
to the Trustee that are different from or are in addition to those available to the Company or if all parties commonly represented
do not agree as to the action (or inaction) of counsel. Any settlement which affects the Trustee may not be entered into without
the consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with the respect to the
claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure to act by
or on behalf of the Trustee. After the Company has assumed the defense of any indemnified party hereunder, no such indemnified
party may settle or compromise any suit or action without the consent of the Company (which consent shall not be unreasonably
withheld, conditioned or delayed).


 


As
security for the performance of the obligations of the Company under this Section 6.7, 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, premium, if any, or interest, if any, on particular Securities. If the Trustee incurs out-of-pocket expenses
or renders services after the occurrence of an Event of Default, the expenses and the compensation for the services will be intended
to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any applicable federal or state
law for the relief of debtors. The provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and
the termination of this Indenture.


 


Section
6.8. Disqualification; Conflicting Interests.


 


The
Trustee shall comply with the terms of Section 310(b) of the Trust Indenture Act.


 




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Section
6.9. Corporate Trustee Required; Eligibility.


 


There
shall at all times be a Trustee hereunder which shall be eligible to act as such pursuant to the Trust Indenture Act and which
shall 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 exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state authority. If such corporation 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 6.9, 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. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in
this Article VI.


 


Section
6.10. Resignation and Removal; Appointment of Successor.


 


(a)
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.


 


(b)
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, at the expense of the Company,
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.


 


(c)
The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.


 


(d)
If at any time:


 


(1)
the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months;


 


(2)
the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company
or by any such Holder; or


 


(3)
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder
of a Security for at least six months may, on its own behalf and on behalf of all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee
or Trustees.


 


(e)
If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements
of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become
the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed
by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company
or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of
a Security of such series for at least six months may, on its own behalf and on behalf of all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 




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(f)
The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series
and each appointment of a successor Trustee with respect to the Securities of any series by sending written notice of such event
to all Holders of Securities of such series in the manner provided in Section 1.6. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.


 


(g)
Notwithstanding replacement of the Trustee pursuant to this Section 6.10, the Company’s obligations under Section 6.7 hereof
shall continue for the benefit of the retiring Trustee.


 


Section
6.11. Acceptance of Appointment by Successor.


 


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


 


(b)
In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates; (2) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee; and (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust
and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and, upon the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request
of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates.


 




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


 


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


 


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 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 VI, 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.


 


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


 


Section
6.14. Appointment of Authenticating Agent.


 


(a)
At any time when any of the Securities remain Outstanding, the Trustee may, and upon request of the Company, shall, 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 exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6. 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 Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and 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 6.14, 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 6.14, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section 6.14.


 


(b)
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 6.14, without the execution or filing of any paper
or any further act on the part of the Trustee or the Authenticating Agent.


 




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(c)
An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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
the Company, and the Trustee shall terminate any such agency promptly upon request by 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 6.14, the Trustee may and, upon request of the Company, shall appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall send written notice in the manner provided in Section 1.6 of such appointment
to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. 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 6.14.


 


(d)
The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section
6.14.


 


(e)
If an appointment of an Authenticating Agent with respect to one or more series is made pursuant to this Section 6.14, the Securities
of such series may have endorsed thereon, in lieu of 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.


 


	 	U.S.
                                         Bank National Association,

        

        As
        Trustee

        

	 	 
	 	By	 
	 	As
    Authenticating Agent
	 	 
	 	By	 
	 	Authorized
    Signatory


 


ARTICLE
VII


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
7.1. Company to Furnish Trustee Names and Addresses of Holders.


 


If
the Trustee is not the Security Registrar, the Company will furnish or cause to be furnished to the Trustee:


 


(a)
semi-annually (at intervals of not more than six months), not later than 15 days after each Regular Record Date (or, if there
is no Regular Record Date relating to a series, semi-annually on dates set forth in the Board Resolution or supplemental indenture
with respect to such series), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders
as of such date, and


 


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


 




     33


     


    


 


Section
7.2. Preservation of Information; Communications to Holders.


 


(a)
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in
the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the
Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon
receipt of a new list so furnished.


 


(b)
Holders of any series may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders of that series
or any other series with respect to their rights under this Indenture or the Securities of that series or any other series. The
Company, the Trustee, the Registrar and any other Person shall have the protection of Section 312(c) of the Trust Indenture Act.


 


Section
7.3. Reports by Trustee.


 


(a)
Within 60 days after May 15 of each year, commencing the May 15 following the date of this Indenture, the Trustee shall, to the
extent that any of the events described in Section 313(a) of the Trust Indenture Act occurred within the previous twelve months,
but not otherwise, send to each Holder a brief report dated as of such date that complies with Section 313(a) of the Trust Indenture
Act. The Trustee also shall comply with Sections 313(a), 313(b), 313(c) and 313(d) of the Trust Indenture Act.


 


(b)
A copy of each report at the time of transmission to Holders shall be sent to the Company and filed with the Commission and each
securities exchange, if any, on which the Securities of that series are listed.


 


(c)
The Company shall notify the Trustee if the Securities of any series become listed on any securities exchange or of any delisting
thereof and the Trustee shall comply with Section 313(d) of the Trust Indenture Act.


 


Section
7.4. Reports by Company.


 


(a)
The Company shall:


 


(1)
file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of
the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with, and to the extent required
by, rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such rules and regulations;


 


(2)
file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants
of this Indenture as may be required from time to time by such rules and regulations; and


 


(3)
transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant
to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.


 


(b)
In each case that the Company electronically delivers materials to the Trustee or files documents pursuant to the Commission’s
“EDGAR” system (or any successor electronic filing system), such delivery or filing shall be deemed to be “filed”
with the Trustee for purposes of this Section 7.4, provided, however, that the Trustee shall have no responsibility whatsoever
to determine if such filing has occurred.


  






    	34 



     


    

 


(c)
Delivery of such reports, information and documents to the Trustee pursuant to paragraph (a)(1) and (a)(2) of this Section 7.4
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 an Officer’s Certificate).


 


ARTICLE
VIII


 


CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section
8.1. Company May Consolidate, Etc., Only on Certain Terms.


 


(a)
The Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of
the Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property
(provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or
its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series
of related transactions unless:


 


(1)
the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the
Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall
be a corporation or limited liability company organized and existing under the laws of the United States of America, any state
thereof or the District of Columbia;


 


(2)
the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory
to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal
of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all
the covenants and conditions of this Indenture to be performed by the Company;


 


(3)
immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event
of Default shall have occurred and be continuing; and


 


(4)
in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered,
to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental
indenture, if any, in respect thereto comply with this Section 8.1 and that all conditions precedent in this Indenture relating
to such transaction have been complied with.


 


Section
8.2. Successor Substituted.


 


Upon
any consolidation by the Company with or merger by the Company into any other corporation or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an entirety in accordance with Section 8.1, the successor corporation
formed by such consolidation or into which the Company is merged or the Person to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.


  






    	35 



     


    

 


ARTICLE
IX



SUPPLEMENTAL INDENTURES


 


Section
9.1. Supplemental Indentures Without Consent of Holders.


 


Without
the written consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee (at the direction of the
Company) at any time and from time to time, may enter into one or more indentures supplemental hereto to undertake clarifications
and certain other changes that would not adversely affect Holders in any material respect, including changes:


 


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


 


(2)
to add to the covenants of the Company such new covenants, restrictions, conditions or provisions for the protection of the Holders
of all or any series of Securities;


 


(3)
to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions
or provisions pursuant to Section 9.1(2) an Event of Default;


 


(4)
to modify, eliminate or add to any of the provisions of this Indenture to such extent as necessary to effect the qualification
of the indenture under the Trust Indenture Act, and to add to this Indenture such other provisions as may be expressly permitted
by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act;


 


(5)
to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or
inconsistent with any other provisions herein or in any supplemental indenture;


 


(6)
to secure the Securities;


 


(7)
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b);


 


(8)
to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1, including any subordination provisions;
or


 


(9)
to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not
adversely affect the interests of the Holders of Securities of any series in any material respect.


 


Section
9.2. Supplemental Indentures with Consent of Holders.


 


(a)
With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series so
affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee (at the direction of the Company) 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 the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under
this Indenture.


 


Without
the written consent of the Holder of each Outstanding Securities affected thereby, a supplemental indenture under this Section
9.2 shall not (with respect to any Outstanding Security held by a non-consenting Holder):


  






    	36 



     


    

 


(1)
change the Stated Maturity of, the principal of, or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon, or change any Place of Payment where, or the coin or currency in which,
any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);


 


(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


 


(3)
modify any of the provisions of this Section 9.2 or Section 5.13, except to increase the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required under any such Section or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso,
in accordance with the requirements of Sections 6.11(b) and 9.1(7).


 


(b)
A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.


 


(c)
It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof.


 


(d)
The Company may set a record date for purposes of determining the identity of Holders of Securities entitled to consent pursuant
to this Section 9.2. Such record date shall be the later of (i) thirty days prior to the first solicitation of such consent or
(ii) the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 7.1.
Any vote or action pursuant to this Section 9.2 can only be taken by Persons who are Holders on such record date and, unless otherwise
specified, such vote or action must take place on or prior to the 180th day after such record date. The Company may change the
record date at its option, and the Company will provide written notice to the Trustee and to each Holder of any such change of
record date.


 


Section
9.3. Execution of Supplemental Indentures.


 


In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall
be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and complies with the provisions hereof (including Section
9.5 hereof). 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 or liabilities under this Indenture or otherwise.


 


Section
9.4. Effect of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture under this Article IX, 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.


 







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Section
9.5. Conformity with Trust Indenture Act.


 


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


 


Section
9.6. Reference in Securities to Supplemental Indentures.


 


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


 


ARTICLE
X

COVENANTS


 


Section
10.1. Payment of Principal, Premium and Interest.


 


(a)
The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal
of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities of that
series and this Indenture.


 


(b)
An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on
that date money designated for and sufficient to pay such installment and is not prohibited from paying such money to the Holders
pursuant to the terms of this Indenture or otherwise.


 


Section
10.2. Maintenance of Office or Agency.


 


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


 


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


 


Section
10.3. Money for Securities Payments to Be Held in Trust.


 


(a)
If the Company shall at any time act as its own Paying Agent with respect to 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 that 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 failure so to act.


 







    	38 



     


    

 


(b)
Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the
principal of (and premium, if any) or interest on any Securities of that series, deposit with 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, premium 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.


 


(c)
The Company will cause each Paying Agent for any series of Securities other than the Trustee or the Company 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
10.3, that such Paying Agent will:


 


(1)
hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that 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 that series) in the making
of any payment of principal (and premium, if any) or interest on the Securities of that 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.


 


(d)
The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order, direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon which 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.


 


(e)
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.


 


(f)
In the event that the Paying Agent receives funds in advance of any due date, the Paying Agent shall be entitled to invest such
funds in the U.S. Bank Money Market Deposit Account or any substantially similar successor account, any earnings on which shall
be for the account of the Company.


 


Section
10.4. Corporate 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
corporate existence.


 


Section
10.5. [Reserved].


 


Section
10.6. Statement by Officer as to Default.


 


The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof,
an Officer’s Certificate signed by the principal executive officer, principal financial officer or principal accounting
officer stating whether or not to the best knowledge of the signer thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions applicable to the Company and, if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which he or she may have knowledge. If any default or Event of Default under
Section 5.1 has occurred and is continuing, within 10 Business Days after its becoming aware of such occurrence the Company shall
deliver to the Trustee an Officer’s Certificate specifying such event and what action the Company is taking or proposes
to take with respect thereto.


 



    	39 



     


    




 



ARTICLE
XI


 


REDEMPTION
OF SECURITIES


 


Section
11.1. Applicability of Article.


 


Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 3.1 for Securities of any series) in accordance with this Article XI.


 


Section
11.2. Election to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election
of the Company of less than all the Securities of like tenor of any series, the Company shall, at least 30 days and not more than
60 days prior to the Redemption Date fixed by the Company, notify the Trustee of such Redemption Date and of the principal amount
of Securities of such series to be redeemed. Any such notice may be cancelled at any time prior to notice of such redemption being
sent to any Holder and shall thereby be void and of no effect. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.


 


Section
11.3. Selection by Trustee of Securities to Be Redeemed.


 


(a)
If less than all the Securities of like tenor of any series are to be redeemed, the particular securities to be redeemed shall
be selected by the Trustee not more than 45 days prior to the redemption date, from the Outstanding Securities of like tenor of
such series not previously called for redemption, by lot or, in the Trustee’s discretion, on a pro-rata basis, subject to
the redemption procedures of the applicable depositary, and which may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount
of such Securities of a denomination larger than the minimum authorized denomination for such Securities.


 


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


 


(c)
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 Securities redeemed or to be redeemed only in part, to the portion of the principal amount of
such Securities which has been or is to be redeemed.


 


Section
11.4. Notice of Redemption.


 


(a)
Notice of redemption shall be sent not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Securities
to be redeemed, in accordance with Section 1.6; provided, that such notice of redemption may be furnished, in the Company’s
discretion, more than 60 days prior to the Redemption Date if the notice is issued in connection with a satisfaction and discharge
of this Indenture with respect to Securities of any series or a defeasance of the Securities pursuant to Articles IV or XIII hereof.


 






    	40 



     


    

 



All
notices of redemption shall state:


 


(1)
the Redemption Date;


 


(2)
the Redemption Price (or the method of calculating or determining the Redemption Price);


 


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


 


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


 


(5)
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date;


 


(6)
the CUSIP number and/or similar numbers of such Securities, if any (or any other numbers used by a Depositary to identify such
Securities);


 


(7)
the place or places where such Securities are to be surrendered for payment of the Redemption Price; and


 


(8)
that the redemption is for a sinking fund, if such is the case.


 


(b)
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 made at least five days prior to the date the notice of redemption is to be given (unless a shorter time period shall
be acceptable to the Trustee), by the Trustee in the name and at the expense of the Company.


 


Section
11.5. Deposit of Redemption Price.


 


No
later than 11:00 a.m. New York time on the Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold in trust as provided in Section 10.3)
an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest on, all the Securities which are to be redeemed on that date; provided, however, that to the extent any
such money is received by the Trustee or a Paying Agent from the Company after 11:00 a.m. New York time, on the due date, such
money will be deemed deposited within one Business Day of receipt thereof.


 


Section
11.6. Securities Payable on Redemption Date.


 


(a)
Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due
and payable at the Redemption Price therein specified and, from and after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section
3.7.


 






    	41 



     


    

 






(b)
If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium,
if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.


 


Section
11.7. Securities Redeemed in Part.


 


Any
Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute
and, upon Company Order, 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 of like tenor, 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.


 


ARTICLE
XII



SINKING FUNDS


 


Section
12.1. Applicability of Article.


 


(a)
The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as
otherwise specified as contemplated by Section 3.1 for Securities of such series.


 


(b)
The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as
a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms
of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2.
Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities
of such series.


 


Section
12.2. Satisfaction of Sinking Fund Payments with Securities.


 


The
Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply
as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in
each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities
have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.


 


Section
12.3. Redemption of Securities for Sinking Fund.


 


Not
less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee
an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.2 and will also deliver
to the Trustee any such Securities. Not less than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of
the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
11.6 and 11.7.


 






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ARTICLE
XIII



DEFEASANCE AND COVENANT DEFEASANCE


 


Section
13.1. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.


 


Unless
pursuant to Section 3.1 provision is made for either or both of (a) defeasance of the Securities of a series under Section 13.2
to not be applicable with respect to the Securities of such series or (b) covenant defeasance of the Securities of a series under
Section 13.3 to not be applicable with respect to the Securities of such series, then the provisions of such Sections 13.2 and
13.3, together with the other provisions of this Article XIII, shall be applicable to the Securities of such series, and the Company
may at its option by or pursuant to a Board Resolution, at any time, with respect to the Securities of such series, elect to have
either Section 13.2 or Section 13.3 be applied to the Outstanding Securities of such series upon compliance with the conditions
set forth below in this Article XIII.


 


Section
13.2. Defeasance and Discharge.


 


Upon
the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.2, the Company shall be deemed
to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions
set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such
series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense and request of the Company, shall execute instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are
due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the
rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e),
and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange
and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section
13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.


 


Section
13.3. Covenant Defeasance.


 


Upon
the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.3, the Company shall be released
from its obligations under Sections 7.4 and 10.4 and clause (2) of the first paragraph of Section 8.1 and any other covenants
to be applicable to the Securities of a series as specified pursuant to Section 3.1 unless specified otherwise pursuant to such
Section (and the failure to comply with any such provisions shall not constitute a default or Event of Default under Section 5.1),
and the occurrence of any event described in Section 5.1(4) and (7) and any other Events of Default to be applicable to the Securities
of a series as specified pursuant to Section 3.1 unless specified otherwise pursuant to such Section shall not constitute a default
or Event of Default hereunder, with respect to the Outstanding Securities of such series on and after the date the conditions
set forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such Section with respect to it, whether directly or indirectly
by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 






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Section
13.4. Conditions to Defeasance or Covenant Defeasance.


 


The
following shall be the conditions to application of either Section 13.2 or Section 13.3 to the Outstanding Securities of such
series:


 


(a)
the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 6.9 who shall agree to comply with the provisions of this Article XIII applicable to it) as trust funds in trust for
the purpose of making the following payments, for the benefit of the holders of such Securities, (A) money in an amount, or (B)
U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to pay and
discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of
(and premium, if any) on and each installment of principal of (premium, if any) and interest on the Outstanding Securities of
such series on the Stated Maturity or on the redemption date, as the case may be (the Company being required to specify whether
the Outstanding Securities of such series are being defeased to maturity or to a particular redemption date), of such principal
or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding
Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture
and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations
of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment
of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such
depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository
receipt;


 


(b)
no 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 a default resulting from borrowing of funds to be applied to such deposit and the grant of any lien securing such
borrowing);


 


(c)
no defaults or Events of Default related to bankruptcy, insolvency or organization occurs during the 90 days following the deposit;


 


(d)
such defeasance or covenant defeasance must not result in the trust arising from the deposit constituting an investment company
within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), unless
such trust will be registered under the Investment Company Act or exempt from registration thereunder;


 


(e)
such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it is bound (other than a default resulting from borrowing
of funds to be applied to such deposit and the grant of any lien securing such borrowing);


  






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(f)
such defeasance or covenant defeasance must not cause the trustee to have a conflicting interest within the meaning of the Trust
Indenture Act;


 


(g)
such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities
exchange under the Exchange Act to be delisted;


 


(h)
in the case of an election under Section 13.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date
of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such defeasance had not occurred;


 


(i)
in the case of an election under Section 13.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes
as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant defeasance had not occurred;


 


(j)
such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which
may be imposed on the Company in connection therewith pursuant to Section 3.1; and


 


(k)
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under Section 13.2 or the covenant defeasance under Section
13.3, as the case may be, have been complied with.


 


Section
13.5. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


(a)
Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively, for purposes of this Section 13.5, the “Trustee”)
pursuant to Section 13.4 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own paying agent), to the Holders of such Securities, of all sums due and to become
due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds
except to the extent required by law.


 


(b)
The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 13.4 or the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series.


 


(c)
Anything in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which, in the opinion of
a nationally recognized firm of independent public accountants, investment bank or appraisal firm 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 defeasance or covenant defeasance.


 






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(d)
In the event that the Trustee is unable to apply the funds held in trust to the payment of obligations under the Securities by
reason of a court order or governmental injunction or prohibition, then those of the Company’s obligations discharged under
the defeasance or covenant defeasance will be revived and reinstated as though no deposit of funds had occurred, until such time
as the Trustee is permitted to apply all funds held in trust under the procedure described above to the payment of obligations
under the Securities. However, if the Company makes any payment of principal or interest the Holders, the Company will have the
right to receive such payments from the trust in the place of the Holders.


 


*
* * *


 


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. The exchange of copies of this Indenture and of signature
pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Indenture as
to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes.


 


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remainder of this page intentionally left blank.]


 






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


 


	 	B.
    RILEY FINANCIAL, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature
Page to Base Indenture]


 






    	 



    


    

 


			



	 	U.S.
    Bank National Association, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature
Page to Base Indenture]