Exhibit 4.3 


ATOMERA INCORPORATED 


 


and 


 


______________________________


 


Trustee 


 


INDENTURE 


 


Dated as of 


 


SUBORDINATED DEBT SECURITIES




 


 


 


 


 


 


 


 


 


 






    	 	 	 



     


    

 





CROSS-REFERENCE TABLE (1)


 


	 	 	 
	
        Section of

        Trust Indenture Act

        of 1939, as amended
	 	
        Section of

        Indenture

	310(a)	 	6.09
	310(b)	 	6.08

6.10
	310(c)	 	Inapplicable
	311(a)	 	6.13
	311(b)	 	6.13
	311(c)	 	Inapplicable
	312(a)	 	4.01

4.04
	312(b)	 	4.04(c)
	312(c)	 	4.04(c)
	313(a)	 	4.03
	313(b)	 	4.03
	313(c)	 	4.03
	313(d)	 	4.03
	314(a)	 	4.02
	314(b)	 	Inapplicable
	314(c)	 	2.04

8.04

9.01(c)

10.01(b)

11.05
	314(d)	 	Inapplicable
	314(e)	 	11.05
	314(f)	 	Inapplicable
	315(a)	 	6.01

6.02
	315(b)	 	5.11
	315(c)	 	6.01
	315(d)	 	6.01
	 	 	6.02
	315(e)	 	5.12
	316(a)	 	5.09

5.10

7.04
	316(b)	 	5.06

5.10
	316(c)	 	7.02
	317(a)	 	5.04
	317(b)	 	3.04
	318(a)	 	11.07


 



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



 


 


 






    	 	i	 



     


    

 







TABLE OF CONTENTS 


 


		 	 	 	PAGE
	ARTICLE 1 DEFINITIONS	 	1
	Section 1.01	 	Certain Terms Defined	 	1
	ARTICLE 2 SECURITIES 	 	4
	Section 2.01	 	Forms Generally	 	4
	Section 2.02	 	Form of Trustee’s Certificate of Authentication	 	4
	Section 2.03	 	Amount Unlimited; Issuable in Series	 	5
	Section 2.04	 	Authentication and Delivery of Securities	 	6
	Section 2.05	 	Execution of Securities	 	7
	Section 2.06	 	Certificate of Authentication	 	7
	Section 2.07	 	Denomination and Date of Securities; Payments of Interest	 	7
	Section 2.08	 	Registration, Transfer and Exchange	 	8
	Section 2.09	 	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	 	9
	Section 2.10	 	Cancellation of Securities; Destruction Thereof	 	9
	Section 2.11	 	Temporary Securities	 	9
	ARTICLE 3 COVENANTS OF THE ISSUER 	 	10
	Section 3.01	 	Payment of Principal and Interest	 	10
	Section 3.02	 	Offices for Payments, Etc.	 	10
	Section 3.03	 	Appointment to Fill a Vacancy in Office of Trustee	 	10
	Section 3.04	 	Paying Agents	 	10
	Section 3.05	 	Written Statement to Trustee	 	11
	ARTICLE 4 SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE	 	11
	Section 4.01	 	Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	 	11
	Section 4.02	 	Reports by the Issuer	 	11
	Section 4.03	 	Reports by the Trustee	 	11
	Section 4.04	 	Preservation of Information; Communication with Securityholders	 	11
	ARTICLE 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	 	12
	Section 5.01	 	Event of Default Defined; Acceleration of Maturity; Waiver of Default	 	12
	Section 5.02	 	Collection of Debt by Trustee; Trustee May Prove Debt	 	13
	Section 5.03	 	Application of Proceeds	 	14
	Section 5.04	 	Suits for Enforcement	 	14
	Section 5.05	 	Restoration of Rights on Abandonment of Proceedings	 	14
	Section 5.06	 	Limitations on Suits by Securityholders	 	15
	Section 5.07	 	Unconditional Right of Securityholders to Institute Certain Suits	 	15
	Section 5.08	 	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	 	15
	Section 5.09	 	Control by Holders of Securities	 	15
	Section 5.10	 	Waiver of Past Defaults	 	16
	Section 5.11	 	Trustee to Give Notice of Default	 	16
	Section 5.12	 	Right of Court to Require Filing of Undertaking to Pay Costs	 	16
	ARTICLE 6 CONCERNING THE TRUSTEE	 	16
	Section 6.01	 	Duties and Responsibilities of the Trustee; During Default; Prior to Default	 	16
	Section 6.02	 	Certain Rights of the Trustee	 	16
	Section 6.03	 	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	 	17
	Section 6.04	 	Trustee and Agents May Hold Securities; Collections, Etc.	 	17
	Section 6.05	 	Moneys Held by Trustee	 	17
	Section 6.06	 	Compensation and Indemnification of Trustee and Its Prior Claim	 	18
	Section 6.07	 	Right of Trustee to Rely on Officer’s Certificate, Etc.	 	18
	Section 6.08	 	Disqualification; Conflicting Interests	 	18
	Section 6.09	 	Persons Eligible for Appointment as Trustee	 	18



 


 


 






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	Section 6.10	 	Resignation and Removal; Appointment of Successor Trustee	 	18
	Section 6.11	 	Acceptance of Appointment by Successor Trustee	 	19
	Section 6.12	 	Merger, Conversion, Consolidation or Succession to Business of Trustee	 	19
	Section 6.13	 	Preferential Collection of Claims Against the Issuer	 	20
	ARTICLE 7 CONCERNING THE SECURITYHOLDERS	 	20
	Section 7.01	 	Evidence of Action Taken by Securityholders	 	20
	Section 7.02	 	Proof of Execution of Instruments and of Holding of Securities	 	20
	Section 7.03	 	Holders to Be Treated as Owners	 	20
	Section 7.04	 	Securities Owned by Issuer Deemed Not Outstanding	 	20
	Section 7.05	 	Right of Revocation of Action Taken	 	21
	ARTICLE 8 SUPPLEMENTAL INDENTURES	 	21
	Section 8.01	 	Supplemental Indentures Without Consent of Securityholders	 	21
	Section 8.02	 	Supplemental Indentures With Consent of Securityholders	 	22
	Section 8.03	 	Effect of Supplemental Indenture	 	22
	Section 8.04	 	Documents to Be Given to Trustee	 	22
	Section 8.05	 	Notation on Securities in Respect of Supplemental Indentures	 	23
	ARTICLE 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE	 	23
	Section 9.01	 	Issuer May Consolidate, Etc., on Certain Terms	 	23
	Section 9.02	 	Successor Issuer Substituted	 	23
	ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS	 	24
	Section 10.01	 	Satisfaction and Discharge of Indenture; Defeasance	 	24
	Section 10.02	 	Application by Trustee of Funds Deposited for Payment of Securities	 	26
	Section 10.03	 	Repayment of Moneys Held by Paying Agent	 	29
	Section 10.04	 	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	 	26
	Section 10.05	 	Indemnity for U.S. Government Obligations	 	26
	ARTICLE 11 MISCELLANEOUS PROVISIONS	 	26
	Section 11.01	 	No Recourse	 	26
	Section 11.02	 	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities	 	26
	Section 11.03	 	Successors and Assigns of Issuer Bound by Indenture	 	26
	Section 11.04	 	Notices and Demands on Issuer, Trustee and Holders of Securities	 	26
	Section 11.05	 	Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	 	27
	Section 11.06	 	Payments Due on Saturdays, Sundays and Holidays	 	27
	Section 11.07	 	Conflict of Any Provision of Indenture With Trust Indenture Act of 1939	 	27
	Section 11.08	 	New York Law to Govern	 	27
	Section 11.09	 	Counterparts	 	28
	Section 11.10	 	Effect of Headings	 	28
	Section 11.11	 	Actions by Successor	 	28
	Section 11.12	 	Severability	 	28
	ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS	 	28
	Section 12.01	 	Applicability of Article	 	28
	Section 12.02	 	Notice of Redemption; Partial Redemptions	 	28
	Section 12.03	 	Payment of Securities Called for Redemption	 	29
	Section 12.04	 	Exclusion of Certain Securities from Eligibility for Selection for Redemption	 	29
	Section 12.05	 	Mandatory and Optional Sinking Funds	 	29
	ARTICLE 13 SUBORDINATION OF SECURITIES	 	31
	Section 13.01	 	Agreement of Subordination	 	31
	Section 13.02	 	Payments to Securityholders	 	31
	Section 13.03	 	Subrogation of Securities	 	32
	Section 13.04	 	Authorization by Securityholders	 	32
	Section 13.05	 	Notice to Trustee	 	32
	Section 13.06	 	Trustee’s Relation to Senior Indebtedness	 	33
	Section 13.07	 	No Impairment of Subordination	 	33
	Section 13.08	 	Rights of Trustee	 	33





 


 






    	 	iii	 



     


    

 





THIS INDENTURE, dated as of between Atomera Incorporated, a
Delaware corporation (the “Issuer”), and _________, a (the “Trustee”), 


 


W I T N E S S E T H:


 


WHEREAS, the Issuer may from time to time duly authorize the
issue of its unsecured subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the
“Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with
the terms of this Indenture; 


 


WHEREAS, the Issuer has duly authorized the execution and delivery
of this Indenture to provide, among other things, for the authentication, delivery and administration of the Securities; and


 


WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been done;


 


NOW, THEREFORE:


 


In consideration of the premises and the purchases of the Securities
by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective
holders from time to time of the Securities as follows:


 


ARTICLE 1


DEFINITIONS


 


Section 1.01 Certain Terms Defined. The following terms
(except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act of 1933 are referred
to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein
otherwise expressly provided or unless the context otherwise clearly requires), shall have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture. All accounting terms used herein
and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles,
and the term “generally accepted accounting principles” means such accounting principles as are generally accepted
in the United States at the time of any computation. 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.
The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.


 


“Board of Directors” means either the Board
of Directors of the Issuer or any committee of such Board duly authorized to act on its behalf.


 


“Board Resolution” means a copy of one or
more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted by the Board of
Directors and to be in full force and effect, and delivered to the Trustee.


 


“Business Day” means, with respect to any
Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the
form of such Security, is not a day on which banking institutions are authorized or required by law or regulation to close.


 


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution
and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act of 1939, then the body performing such duties on such date.


 


“Common Stock” means shares of common stock,
par value $0.001 per share, of the Issuer as the same exists at the date of execution and delivery of this Indenture or as such
stock may be reconstituted from time to time.


 


“Corporate Trust Office” means the office
of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered,
which office is, at the date as of which this Indenture is dated, located at .


 


“Debt” of any Person means any debt for money
borrowed which is created, assumed, incurred or guaranteed in any manner by such Person or for which such Person is otherwise responsible
or liable, and shall expressly include any such guaranty thereof by such Person. For the purpose of computing the amount of the
Debt of any Person there shall be excluded all Debt of such Person for the payment or redemption or satisfaction of which money
or securities (or evidences of such Debt, if permitted under the terms of the instrument creating such Debt) in the necessary amount
shall have been deposited in trust with the proper depositary, whether upon or prior to the maturity or the date fixed for redemption
of such Debt; and, in any instance where Debt is so excluded, for the purpose of computing the assets of such Person there shall
be excluded the money, securities or evidences of Debt deposited by such Person in trust for the purpose of paying or satisfying
such Debt.


 


 


 






    	 	1	 



     


    

 


“Depositary” means, with respect to the Securities
of any series issuable or issued in the form of one or more Global Securities, the Person designated as Depositary by the Issuer
pursuant to Section 2.04 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at
any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such
series shall mean the Depositary with respect to the Global Securities of that series.


 


“Dollar” means the currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


“Event of Default” means any event or condition
specified as such in Section 5.01.


 


“Foreign Currency” means a currency issued
by the government of a country other than the United States.


 


“Global Security”, means a Security evidencing
all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section 2.04, and bearing
the legend prescribed in Section 2.04.


 


“Holder”, “holder”, “holder
of Securities”, “Securityholder” or other similar terms mean the Person in whose name such Security
is registered in the Security register kept by the Issuer for that purpose in accordance with the terms hereof.


 


“Indenture” means this instrument as originally
executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include
the forms and terms of particular series of Securities established as contemplated hereunder.


 


“interest”, unless the context otherwise
requires, refers to interest, and when used with respect to non-interest bearing Securities, refers to interest payable after maturity,
if any.


 


“Issuer” means Atomera Incorporated, a Delaware
corporation, and, subject to Article 9, its successors and assigns.


 


“Issuer Order” means a written statement,
request or order of the Issuer signed in its name by the chairman of the Board of Directors, the president or any vice president
of the Issuer.


 


“Notice of Default” shall have the meaning
set forth in Section 5.01(c).


 


“Officer’s Certificate” means a certificate
signed by the chairman of the Board of Directors, the president, any vice president, the treasurer, the secretary or any assistant
secretary of the Issuer and delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture
Act of 1939 and, except to the extent provided herein, shall include the statements provided for in Section 11.05.


 


“Opinion of Counsel” means an opinion in
writing signed by the general corporate counsel or such other legal counsel who may be an employee of or counsel to the Issuer
and who shall be satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939
and shall include the statements provided for in Section 11.05, if and to the extent required hereby.


 


“original issue date” of any Security (or
portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion thereof) for which
such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.


 


“Original Issue Discount Security” means
any Security that 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 5.01.


 


“Outstanding”, when used with reference to
Securities, shall, subject to the provisions of Section 7.04, mean, as of any particular time, all Securities authenticated and
delivered by the Trustee under this Indenture, except


 


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


 


 


 






    	 	2	 



     


    

 


(b) Securities, or portions thereof, for the payment or redemption
of which cash or U.S. Government Obligations (as provided for in Section 10.01(a) and Section 10.01(b)) in the necessary amount
shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer) or shall have been set aside,
segregated and held in trust by the Issuer for the Holders of such Securities (if the Issuer shall act as its own paying agent);
provided, that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such
notice; and 


 


(c) Securities in substitution for which other Securities shall
have been authenticated and delivered, or which shall have been paid, pursuant to the terms of Section 2.09 (except with respect
to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a Person in whose
hands such Security is a legal, valid and binding obligation of the Issuer), Securities converted into Common Stock pursuant hereto
and Securities not deemed outstanding pursuant to Section 12.02.


 


In determining whether the Holders of the requisite principal
amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.


 


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


 


“principal” whenever used with reference
to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any”.


 


“record date” shall have the meaning set
forth in Section 2.07.


 


“Responsible Officer”, when used with respect
to the Trustee, means the chairman of the board of directors, any vice chairman of the board of directors, the chairman of the
trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the president, any vice
president, the cashier, the secretary, the treasurer, any trust officer, any assistant trust officer, any assistant vice president,
any assistant cashier, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject.


 


“Security” or “Securities”
has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated
and delivered under this Indenture.


 


“Security Registrar” shall have the meaning
set forth in Section 4.01(b).


 


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


 


(a) all of the indebtedness of that Person for money borrowed;


 


(b) all of the indebtedness of that Person evidenced by notes,
debentures, bonds or other securities sold by that Person for money;


 


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


 


(d) all indebtedness of others of the kinds described in either
of the preceding clauses (a) or (b) above and all lease obligations of others of the kind described in the preceding clause (c)
above that the Person, in any manner, assumes or guarantees or that the Person in effect guarantees through an agreement to purchase,
whether that agreement is contingent or otherwise; and


 


(e) all renewals, extensions or refundings of indebtedness of
the kinds described in any of the preceding clauses (a), (b) and (d) and all renewals or extensions of leases of the kinds described
in either of the preceding clauses (c) or (d) above;


 


unless, in the case of any particular indebtedness, lease,
renewal, extension or refunding, the instrument or lease creating or evidencing it or the assumption or guarantee relating to it
expressly provides that such indebtedness, lease, renewal, extension or refunding is not superior in right of payment to the Securities. 


 


 


 






    	 	3	 



     


    

 


“Subsidiary” means a corporation of which
stock having a majority of the voting power under ordinary circumstances is owned, directly or indirectly, by the Issuer or by
one or more subsidiaries of the Issuer, or by the Issuer and one or more subsidiaries of the Issuer.


 


“Trust Indenture Act of 1939” (except as
otherwise provided in Sections 8.01 and 8.02) means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture
was originally executed.


 


“Trustee” means the Person identified as
“Trustee” in the first paragraph hereof and, subject to the provisions of Article 6, shall also include any
successor trustee. “Trustee” shall also 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 the Securities of such series.


 


“U.S. Government Obligation” means (a) a
direct obligation of the United States of America, backed by its full faith and credit, or (b) an obligation 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.


 


“Vice president”, when used with respect
to the Issuer or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or
after the title of “vice president”.


 


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


 


ARTICLE 2


SECURITIES


 


Section 2.01 Forms Generally. The Securities of each
series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to (rather than set forth
in) a Board Resolution, an Officer’s Certificate detailing such establishment) 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 imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent
with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto,
or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing
such Securities as evidenced by their execution of such Securities. 


 


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 officers executing such Securities
as evidenced by their execution of such Securities.


 


Section 2.02 Form of Trustee’s Certificate of Authentication.
The Trustee’s certificate of authentication on all Securities shall be in substantially the following form: 


 


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


 


 


		 	 
	

	as Trustee
	 	 
	By:	 	

	 	 	Authorized Officer



 
  


 


 






    	 	4	 



     


    

Section 2.03 Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 


 


The Securities may be issued in one or more series. The terms
of a series of Securities shall be established prior to the initial issuance thereof in or pursuant to one or more Board Resolutions,
or, to the extent established pursuant to (rather than set forth in) a Board Resolution, in an Officer’s Certificate detailing
such establishment and/or established in one or more indentures supplemental hereto. The terms of such series reflected in such
Board Resolution, Officer’s Certificate, or supplemental indenture may include the following or any additional or different
terms:


 


(a) the designation of the Securities of the series (which may
be part of a series of Securities previously issued);


 


(b) the terms and conditions, if applicable, upon which conversion
or exchange of the Securities into Common Stock will be effected, including the initial conversion or exchange price or rate and
any adjustments thereto, the conversion or exchange period and other provisions in addition to or in lieu of those described herein;


 


(c) any limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.08, 2.09,
2.11, 8.05 or 12.03);


 


(d) if other than Dollars, the Foreign Currency in which the
Securities of that series are denominated;


 


(e) any date on which the principal of the Securities of the
series is payable and the right, if any, to extend such date or dates;


 


(f) the rate or rates at which the Securities of the series
shall bear interest, if any, the record date or dates for the determination of holders to whom interest is payable, the date or
dates from which such interest shall accrue and on which such interest shall be payable and/or the method by which such rate or
rates or date or dates shall be determined, and the right, if any, to extend the interest payment periods and the duration of that
extension;


 


(g) the place or places where the principal of and any interest
on Securities of the series shall be payable (if other than as provided in Section 3.02);


 


(h) the price or prices at which, the period or periods within
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
Issuer, pursuant to any sinking fund or otherwise;


 


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


 


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


 


(k) if other than the principal amount thereof, the portion
of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;


 


(l) if other than the currency in which the Securities of that
series are denominated, the currency in which payment of the principal of or interest on the Securities of such series shall be
payable;


 


(m) if the principal of or interest on the Securities of the
series is to be payable, at the election of the Issuer or a Holder thereof, in a currency other than that in which the Securities
are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;


 


(n) if the amount of payments of principal of and interest on
the Securities of the series may be determined with reference to an index based on a currency other than that in which the Securities
of the series are denominated, or by reference to one or more currency exchange rates, securities or baskets of securities, commodity
prices or indices, the manner in which such amounts shall be determined;


 


(o) if Sections 10.01(b) or 10.01(c) are inapplicable to Securities
of such series;


 


(p) whether and under what circumstances the Issuer will pay
additional amounts on the Securities of any series in respect of any tax, assessment or governmental charge withheld or deducted
and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such additional amounts;


 


 


 






    	 	5	 



     


    

 


(q) if the Securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates
or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;


 


(r) any trustees, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to the Securities of such series;


 


(s) any other events of default or covenants with respect to
the Securities of such series in addition to or in lieu of those contained in this Indenture;


 


(t) if the Securities of the series may be issued in exchange
for surrendered Securities of another series, or for other securities of the Issuer, pursuant to the terms of such Securities or
securities or of any agreement entered into by the Issuer, the ratio of the principal amount of the Securities of the series to
be issued to the principal amount of the Securities or securities to be surrendered in exchange, and any other material terms of
the exchange;


 


(u) the extent to which payments on the Securities will be subordinated
to the payment of Senior Indebtedness of the Issuer; and


 


(v) any other terms of the series.


 


The Issuer may from time to time, without notice to or the consent
of the holders of any series of Securities, create and issue further Securities of any such series ranking equally with the Securities
of such series in all respects (or in all respects other than (1) the payment of interest accruing prior to the issue date of such
further Securities or (2) the first payment of interest following the issue date of such further Securities). Such further Securities
may be consolidated and form a single series with the Securities of such series and have the same terms as to status, redemption
or otherwise as the Securities of such series.


 


Section 2.04 Authentication and Delivery of Securities. The
Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication together with the applicable
documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon
the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable
to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue
date, interest rate and any other terms of the Securities of such series shall be determined by or pursuant to such Issuer Order
and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral
instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. 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 6.01) shall be fully protected in relying upon: 


 


(a) an Issuer Order requesting such authentication and setting
forth delivery instructions if the Securities are not to be delivered to the Issuer;


 


(b) any Board Resolution, Officer’s Certificate and/or
executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities
were established;


 


(c) an Officer’s Certificate setting forth the form or
forms and terms of the Securities stating that the form or forms and terms of the Securities have been established pursuant to
Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and


 


(d) an Opinion of Counsel to the effect that:


 


(i) the form or forms and terms of such Securities have been
established pursuant to Sections 2.01 and 2.03 and comply with this Indenture,


 


(ii) the authentication and delivery of such Securities by the
Trustee are authorized under the provisions of this Indenture,


 


(iii) such Securities when authenticated and delivered by the
Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute
valid and binding obligations of the Issuer, and


 


(iv) all laws and requirements in respect of the execution and
delivery by the Issuer of the Securities have been complied with, and covering such other matters as the Trustee may reasonably
request.


 


 


 






    	 	6	 



     


    

 


The Trustee shall have the right to decline to authenticate
and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully
be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or
a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to
personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities,
this Indenture or otherwise.


 


The Issuer shall execute and the Trustee shall, in accordance
with this Section with respect to the Securities of a series, authenticate and deliver one or more Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series
issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or
the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole
or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary
to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”


 


Each Depositary designated pursuant to this Section must, at
the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934 and any other applicable statute or regulation.


 


Section 2.05 Execution of Securities. The Securities
shall be signed on behalf of the Issuer by the chairman of its Board of Directors, any vice chairman of its Board of Directors,
its chief executive officer, its principal financial officer, its president, any vice president or its treasurer. Such signatures
may be the manual or facsimile signatures of the present or any future such officers. Typographical and other minor errors or defects
in any such reproduction of any such signature shall not affect the validity or enforceability of any Security that has been duly
authenticated and delivered by the Trustee. 


 


In case any officer of the Issuer who shall have signed any
of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee
or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person
who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer
by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although
at the date of the execution and delivery of this Indenture any such person was not such an officer.


 


Section 2.06 Certificate of Authentication. Only such
Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the
Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. The execution of such certificate by the Trustee upon any Security executed by the Issuer shall
be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder
is entitled to the benefits of this Indenture. 


 


Section 2.07 Denomination and Date of Securities; Payments
of Interest. The Securities of each series shall be issuable in denominations established as contemplated by Section 2.03 or,
if not so established, in denominations of $1,000 and any integral multiple thereof. The Securities of each series shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the
same may determine with the approval of the Trustee, as evidenced by the execution and authentication thereof. Unless otherwise
indicated in a Board Resolution, Officer’s Certificate or supplemental indenture for a particular series, interest will be
calculated on the basis of a 360-day year of twelve 30-day months. 


 


Each Security shall be dated the date of its authentication.
The Securities of each series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established
as contemplated by Section 2.03.


 


The Person in whose name any Security of any series is registered
at the close of business on any record date applicable to a particular series with respect to any interest payment date for such
series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer, exchange
or conversion of such Security subsequent to the record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted
interest shall be paid to the Persons in whose names Outstanding Securities for such series are registered at the close of business
on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders of Securities not less than 15 days preceding
such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date
for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Securities
of such series established as contemplated by Section 2.03, or, if no such date is so established, if such interest payment date
is the first day of a calendar month, the 15th day of the immediately preceding calendar month or, if such interest payment date
is the 15th day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.


 


 


 






    	 	7	 



     


    

 


Section 2.08 Registration, Transfer and Exchange. The
Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.02 for each series of Securities
a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration
of Securities of such series and the registration of transfer of Securities of such series. Such register shall be in written form
in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable
times such register or registers shall be open for inspection by the Trustee. 


 


Upon due presentation for registration of transfer of any Security
of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02, the Issuer shall execute
and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the
same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount.


 


At the option of the Holder thereof, Securities of any series
(except a Global Security) may be exchanged for a Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained
for such purpose in accordance with Section 3.02 and upon payment, if the Issuer shall so require, of the charges hereinafter provided.
Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or transfer
provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the Trustee will deliver a certificate
of disposition thereof to the Issuer.


 


All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or his or her attorney
duly authorized in writing.


 


The Issuer may require payment of a sum sufficient to cover
any stamp or other tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer
of Securities. No service charge shall be made for any such transaction.


 


The Issuer shall not be required to exchange or register a transfer
of (a) any Securities of any series for a period of 15 days immediately preceding the first mailing of notice of redemption of
Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in
part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.


 


Notwithstanding any other provision of this Section 2.08, unless
and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all
or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary
or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.


 


If at any time the Depositary for the Securities of a series
notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time
the Depositary for the Securities of a series shall no longer be eligible under Section 2.04, the Issuer shall appoint a successor
Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed
by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s determination
pursuant to Section 2.03 that the Securities of such series be represented by a Global Security shall no longer be effective and
the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in
any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities
representing the Securities of such series, in exchange for such Global Security or Securities.


 


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


 


The Depositary for such Global Security may surrender such Global
Security in exchange in whole or in part for Securities of the same series in definitive registered form in accordance with the
two preceding paragraphs or on such other terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service charge,


 


 


 






    	 	8	 



     


    

 


(i) to the Person specified by such Depositary a new Security
or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount
equal to and in exchange for such Person’s beneficial interest in the Global Security; and


 


(ii) to such Depositary a new Global Security in a denomination
equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount
of Securities authenticated and delivered pursuant to clause (i) above.


 


Upon the exchange of a Global Security for Securities in definitive
registered form, in authorized denominations, such Global Security shall be cancelled by the Trustee. Securities in definitive
registered form issued in exchange for a Global Security pursuant to this Section 2.08 shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to or as directed by the Persons
in whose names such Securities are so registered.


 


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


 


Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated, defaced or be destroyed, lost or stolen, the
Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee shall authenticate
and deliver a new Security of the same series, maturity date, interest rate and original issue date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or
in lieu of and substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substitute Security
shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence
to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof and in the case of mutilation
or defacement shall surrender the Security to the Trustee.


 


Upon the issuance of any substitute Security, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security which has matured
or is about to mature or has been called for redemption in full, or is being surrendered for conversion in full, shall become mutilated
or defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Security (with the Holder’s consent,
in the case of convertible Securities), pay or authorize the payment of the same or convert, or authorize conversion of the same
(without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish
to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require
to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer
and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof.


 


Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Issuer, 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 (but shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder. All Securities
shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment or conversion of mutilated, defaced or destroyed, lost or stolen Securities and shall
preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other securities without their surrender.


 


Section 2.10 Cancellation of Securities; Destruction Thereof.
All Securities surrendered for exchange for Securities of the same series or for payment, redemption, registration of transfer,
conversion or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent
of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture.
The Trustee shall dispose of cancelled Securities held by it and deliver a certificate of disposition to the Issuer. If the Issuer
shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the Debt represented
by such Securities unless and until the same are delivered to the Trustee for cancellation.


 


Section 2.11 Temporary Securities. Pending the preparation
of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities
for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee).
Temporary Securities of any series shall be issuable in any authorized denomination, and substantially in the form of the definitive
Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all
as may be determined by the Issuer with the concurrence of the Trustee as evidenced by the execution and authentication thereof.
Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner,
and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge
at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.02 and the Trustee shall authenticate
and deliver in exchange for such temporary Securities of such series an equal aggregate principal amount of definitive Securities
of the same series having authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled
to the same benefits under this Indenture as definitive Securities of such series, unless the benefits of the temporary Securities
are limited pursuant to Section 2.03.


 


 






    	 	9	 



     


    

 


ARTICLE 3


COVENANTS OF THE ISSUER


 


Section 3.01 Payment of Principal and Interest. The Issuer
covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the
principal of, and interest on, each of the Securities of such series (together with any additional amounts payable pursuant to
the terms of such Securities) at the place or places, at the respective times and in the manner provided in such Securities and
in this Indenture. The interest on Securities (together with any additional amounts payable pursuant to the terms of such Securities)
shall be payable only to or upon the written order of the Holders thereof and at the option of the Issuer may be paid by mailing
checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Security
register of the Issuer. 


 


Section 3.02 Offices for Payments, Etc. The Issuer will
maintain (i) in , an agency where the Securities of each series may be presented for payment, an agency where the Securities of
each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the
Securities of each series may be presented for registration of transfer as in this Indenture provided and (ii) such further agencies
in such places as may be determined for the Securities of such series pursuant to Section 2.03. 


 


The Issuer will maintain in , an agency where notices and demands
to or upon the Issuer in respect of the Securities of any series or this Indenture may be served.


 


The Issuer will give to the Trustee written notice of the location
of each such agency and of any change of location thereof. In case the Issuer shall fail to maintain any agency required by this
Section to be located in , or shall fail to give such notice of the location or of any change in the location of any of the above
agencies, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee.


 


The Issuer may from time to time designate one or more additional
agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for
exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that
series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind
any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation
or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The
Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.


 


Section 3.03 Appointment to Fill a Vacancy in Office of Trustee.
The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section
6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder.


 


Section 3.04 Paying Agents. Whenever the Issuer shall
appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of
this Section,


 


(a) that it will hold all sums received by it as such agent
for the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to it by the
Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the Holders of the Securities of such
series or of the Trustee,


 


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


 


 


 






    	 	10	 



     


    

 


(c) that at any time during the continuance of any such failure,
upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying agent.


 


The Issuer will, on or prior to each due date of the principal
of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or interest
so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take
such action.


 


If the Issuer shall act as its own paying agent with respect
to the Securities of any series, it will, on or before each due date of the principal of or interest on the Securities of such
series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient
to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action.


 


Anything in this Section to the contrary notwithstanding, but
subject to Section 10.01, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to
one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held
in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by
the Trustee upon the trusts herein contained.


 


Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 10.03 and 10.04.


 


Section 3.05 Written Statement to Trustee. So long as
any Securities are Outstanding hereunder, the Issuer will deliver to the Trustee, within 120 days after the end of each fiscal
year of the Issuer ending after the date hereof, a written statement covering the previous fiscal year, signed by two of its officers
(which need not comply with Section 11.05), stating that in the course of the performance of their duties as officers of the Issuer
they would normally have knowledge of any default by the Issuer in the performance or fulfillment of any covenant, agreement or
condition contained in this Indenture, stating whether or not they have knowledge of any such default and, if so, specifying each
such default of which the signers have knowledge and the nature thereof.


 


ARTICLE 4


SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE


 


Section 4.01 Issuer to Furnish Trustee Information as
to Names and Addresses of Securityholders. The Issuer covenants and agrees that it will furnish or cause to be furnished to
the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of the Securities
of each series pursuant to Section 312 of the Trust Indenture Act of 1939:


 


(a) semiannually and not more than 15 days after each record
date for the payment of interest on such Securities, as hereinabove specified, as of such record date and on dates to be determined
pursuant to Section 2.03 for non-interest bearing Securities in each year, and


 


(b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information
is furnished, provided, that, if and so long as the Trustee shall be the Security registrar (the “Security Registrar”)
for such series, such list shall not be required to be furnished.


 


Section 4.02 Reports by the Issuer. The Issuer covenants
to comply with Section 314(a) of the Trust Indenture Act insofar as it relates to information, documentations, and other reports
which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934.


 


Section 4.03 Reports by the Trustee. Any Trustee’s
report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before in each year following
the date hereof, so long as any Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee
but no more than 60 nor less than 45 days prior thereto. The Trustee shall comply with Sections 313(b), 313(c) and 313(d) of the
Trust Indenture Act.


 


Section 4.04 Preservation of Information; Communication with
Securityholders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the
names and addresses of the holders of Securities contained in the most recent list furnished to it as provided in Section 4.01
and as to the names and addresses of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting
in such capacity).


 


(b) The Trustee may destroy any list furnished to it as provided
in Section 4.01 upon receipt of a new list so furnished.


 


 


 






    	 	11	 



     


    

 


(c) Securityholders may communicate as provided in Section 312(b)
of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture or under the Securities.
The Issuer, the Trustee, the Security Registrar and any other Person shall have the protection of Section 312(c) of the Trust Indenture
Act.


 


ARTICLE 5


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS


ON EVENT OF DEFAULT


 


Section 5.01 Event of Default Defined; Acceleration of Maturity;
Waiver of Default. “Event of Default”, with respect to Securities of any series wherever used herein, means
each one of the following events which shall have occurred and be continuing (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):


 


(a) default in the payment of any installment of interest upon
any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period
of 90 days (or such other period as may be established for the Securities of such series as contemplated by Section 2.03); or


 


(b) default in the payment of all or any part of the principal
on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption,
by declaration or otherwise, (and, if established for the Securities of such series as contemplated by Section 2.03, the continuance
of such default for a specified period); or


 


(c) default in the performance, or breach, of any covenant or
agreement of the Issuer in respect of the Securities of such series (other than a covenant or agreement in respect of the Securities
of such series a default in the performance or breach of which is elsewhere in this Section specifically dealt with), and continuance
of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer by
the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of
all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that
such notice is a “Notice of Default” hereunder; or


 


(d) a court having jurisdiction in the premises shall enter
a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or
similar official) of the Issuer or for all or substantially all of its property and assets or ordering the winding up or liquidation
of its affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or


 


(e) the Issuer shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary
case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property and assets, or make any
general assignment for the benefit of creditors; or


 


(f) any other Event of Default provided for in such series of
Securities.


 


If an Event of Default described in clauses (a), (b), (c) or
(f) occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such series
shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount
of the Securities of such series then Outstanding hereunder (each such series voting as a separate class) by notice in writing
to the Issuer (and also to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such
series) of all Securities of such series and the interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses (d) or (e)
occurs and is continuing, then and in each and every such case, the entire principal (or, if any Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding
and interest accrued thereon, if any, shall become immediately due and payable.


 


The foregoing provisions, however, are subject to the condition
that if, at any time after the principal of the Securities of any series shall have been so declared due and payable, and before
any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities
of such series and the principal of any and all Securities of such series which shall have become due otherwise than by acceleration
(with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest specified in the Securities of such series to the date of such
payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys
and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence
or bad faith, and if any and all Events of Default under the Indenture with respect to such series, other than the non-payment
of the principal of Securities of such series which shall have become due solely by such acceleration, shall have been cured, waived
or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of
all the Securities of such series then Outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults
with respect to such series and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.


 


 






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Unless otherwise indicated in the Board Resolution, Officer’s
Certificate or supplemental indenture for a series of Original Issue Discount Securities, for all purposes under this Indenture,
if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable
pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled,
the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion
of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal
thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.


 


Section 5.02 Collection of Debt by Trustee; Trustee May Prove
Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the
Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period
of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of
any series when the same shall have become due and payable, whether upon maturity of the Securities of such series or upon any
redemption or by declaration or otherwise—then, upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit
of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all Securities
of such series for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal
and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities
of such series); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including reasonable compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel,
and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result
of its negligence or bad faith.


 


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


 


In case there shall be pending proceedings relative to the Issuer
or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its
property, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of
any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal
of any 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 pursuant to the provisions of this Section, shall be entitled and empowered, by intervention
in such proceedings or otherwise:


 


(i) to file and prove a claim or claims for the whole amount
of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, 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 reasonable compensation to the Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and
for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee,
except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer
or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor,


 


(ii) unless prohibited by applicable law and regulations, to
vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable
proceedings, and


 


(iii) to collect and receive any moneys or other property payable
or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and
of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized
by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making
of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation
to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of negligence or bad faith and
all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06.


 


 


 






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Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of
a trustee in bankruptcy or similar person.


 


All rights of action and of asserting claims under this Indenture,
or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of
such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted
by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment
of the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys,
shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken.


 


In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held
to represent all the Holders of the Securities in respect to which such action was taken, and it shall not be necessary to make
any Holders of such Securities parties to any such proceedings.


 


Section 5.03 Application of Proceeds. Any moneys collected
by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed
by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several
Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities
of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or
upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due to the Trustee or any
predecessor trustee pursuant to Section 6.06;


 


SECOND: In case the principal of the Securities of such series
in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on
the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the
extent that such interest has been collected by the Trustee) upon the overdue installments of interest, to the extent permitted
by applicable law, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in such Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference;


 


THIRD: In case the principal of the Securities of such series
in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole
amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest, to the
extent permitted by applicable law, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the
whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest, without
preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other
installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of
such principal and accrued and unpaid interest; and


 


FOURTH: To the payment of the remainder, if any, to the Issuer
or any other Person lawfully entitled thereto.


 


Section 5.04 Suits for Enforcement. In case an Event
of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce
the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.


 


Section 5.05 Restoration of Rights on Abandonment of Proceedings.
In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued
or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case (subject to any
determination in such proceeding) the Issuer and the Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.


 


 






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Section 5.06 Limitations on Suits by Securityholders.
No Holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or
for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder,
unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of such series then
Outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities
to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 5.09; it being understood and intended, and being expressly covenanted by the Holder
of every Security with every other Holder and the Trustee, that no one or more Holders of Securities of any series shall have any
right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights
of any other such Holder of Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or
to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of
all Holders of Securities of the applicable series. For the protection and enforcement of the provisions of this Section, each
and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 5.07 Unconditional Right of Securityholders to Institute
Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder
of any Security to receive payment of the principal of and interest on such Security on or after the respective due dates expressed
in such Security in accordance with the terms hereof and thereof, or to institute suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the consent of such Holder, it being understood and
intended, and being expressly covenanted by the Holder of every Security with every other Holder and the Trustee, that no one or
more Holders of Securities of any series shall have any right in any manner whatever by virtue or by availing of any provision
of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities, or to obtain or seek to obtain
priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series. For the protection
and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.


 


Section 5.08 Powers and Remedies Cumulative; Delay or Omission
Not Waiver of Default. Except as provided in Section 5.06, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Securities 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.


 


No delay or omission of the Trustee or of any Holder of Securities
to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right
or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section
5.06, every power and remedy given by this Indenture or by law to the Trustee or to the Holders of Securities may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of Securities.


 


Section 5.09 Control by Holders of Securities. The Holders
of a majority in aggregate principal amount of the Securities of each series affected (with each series voting as a separate class)
at the time Outstanding 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 by this
Indenture; provided, that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture
and provided, further, that (subject to the provisions of Section 6.01) the Trustee shall have the right to decline to follow any
such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors
or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in
personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant
to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining
in the giving of said direction, it being understood that (subject to Section 6.01) the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such Holders.


 


Nothing in this Indenture shall impair the right of the Trustee
in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions
by Securityholders.


 


 


 






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Section 5.10 Waiver of Past Defaults. The Holders of
a majority in aggregate principal amount of the Securities of such series at the time Outstanding, by notice to the Trustee, may
on behalf of the Holders of all the Securities of such series waive any existing default in the performance of any of the covenants
contained herein or established pursuant to Section 2.03 with respect to such series and its consequences, except an uncured default
in the payment of the principal of, or interest on, any of the Securities of that series as and when the same shall become due
by the terms of such Securities; and may rescind an acceleration and its consequences, including any related payment default that
resulted from such acceleration. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Securities of such
series shall be restored to their former positions and rights hereunder, respectively, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured,
and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.


 


Section 5.11 Trustee to Give Notice of Default. The Trustee
shall, within 90 days after the occurrence of a default with respect to the Securities of any series, give notice of all defaults
with respect to that series known to the Trustee to all Holders of Securities of such series in the manner and to the extent provided
in Section 4.03, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the
term “defaults” for the purpose of this Section being hereby defined to mean any event or condition which is,
or with notice or lapse of time or both would become, an Event of Default); provided, that, except in the case of default
in the payment of the principal of or interest on any of the Securities of such series, or in the payment of any sinking fund installment
on 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 trustees and/or Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interests of the Securityholders of such series.


 


Section 5.12 Right of Court to Require Filing of Undertaking
to Pay Costs. All parties to this Indenture agree, and each Holder of any Security by his or her 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 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding in the
aggregate more than 10% in aggregate principal amount of the Securities of such series, or to any suit instituted by any Securityholder
for the enforcement of the payment of the principal of or interest on any Security of such series, on or after the respective due
dates expressed in such Security or established pursuant to this Indenture.


 


ARTICLE 6


CONCERNING THE TRUSTEE


 


Section 6.01 Duties and Responsibilities of the Trustee;
During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior
to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred
(which has not been cured or waived), 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 his or her own affairs.


 


No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct.


 


Section 6.02 Certain Rights of the Trustee. In furtherance
of and subject to the Trust Indenture Act of 1939 and subject to Section 6.01:


 


(a) in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in
the case of any such statements, 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;


 


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


 


 


 






    	 	16	 



     


    

 


(c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.09 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;


 


(d) none of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers if there shall be reasonable ground for believing that the repayment
of such funds or adequate indemnity against such liability is not reasonably assured to it;


 


(e) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officer’s Certificate or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, bond, debenture, note, security or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(f) any request, direction, order or demand of the Issuer mentioned
herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary
or an assistant secretary of the Issuer;


 


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


 


(h) the Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant
to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred therein or thereby;


 


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


 


(j) prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, security, or other paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided,
that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded
to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition
to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any
predecessor trustee, shall be repaid by the Issuer upon demand; and


 


(k) 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 not regularly in its employ and the Trustee
shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by
it hereunder.


 


Section 6.03 Trustee Not Responsible for Recitals, Disposition
of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities.
The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof.


 


Section 6.04 Trustee and Agents May Hold Securities; Collections,
Etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not the Trustee or such agent and may otherwise deal with the
Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the
Trustee or such agent.


 


Section 6.05 Moneys Held by Trustee. Subject to the provisions
of Section 10.04 hereof, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory
provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability for interest on
any moneys received by it hereunder.


 


 


 






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Section 6.06 Compensation and Indemnification of Trustee
and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled
to, such reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust) as the Issuer and the Trustee may from time to time agree in writing and, except as otherwise expressly provided
herein, the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not
regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer
also covenants to indemnify the Trustee and each predecessor trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration
of this Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against
or investigating any claim of liability in the premises. The obligations of the Issuer under this Section to compensate and indemnify
the Trustee and each predecessor trustee and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture.
Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities, and the Securities are
hereby subordinated to such senior claim.


 


Section 6.07 Right of Trustee to Rely on Officer’s
Certificate, Etc. Subject to Sections 6.01 and 6.02, whenever in the administration of the trusts of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence
or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate
delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith
thereof.


 


Section 6.08 Disqualification; Conflicting Interests.
If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture
Act, the Trustee and the Issuer shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.


 


Section 6.09 Persons Eligible for Appointment as Trustee.
The Trustee for each series of Securities hereunder shall at all times be a corporation having a combined capital and surplus of
at least $50,000,000 and shall be eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act of 1939.
If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of a Federal, State
or District of Columbia supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus
of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published.


 


Section 6.10 Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more
or all series of Securities by giving written notice of resignation to the Issuer and by mailing notice of such resignation to
the Holders of then Outstanding Securities of each series affected at their addresses as they shall appear on the Security register.
Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the
applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have
been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation,
the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, on behalf of
himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


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


 


(i) the Trustee shall fail to comply with the provisions of
Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written request therefor by the
Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months;
or


 


(ii) the Trustee shall cease to be eligible in accordance with
the provisions of Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by
the Issuer or by any Securityholder; or


 


 


 






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(iii) the Trustee shall become incapable of acting with respect
to any series of Securities, or shall be adjudged bankrupt or insolvent, or a receiver or liquidator 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, (A) the Issuer may remove the Trustee
with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee, or, (B) subject to Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf of himself or herself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment
of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper
and prescribe, remove the Trustee and appoint a successor trustee.


 


(c) The Holders of a majority in aggregate principal amount
of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities of such
series and, with the consent of the Issuer, appoint a successor trustee with respect to the Securities of such series by delivering
to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 7.01 of
the action in that regard taken by the Securityholders.


 


(d) Any resignation or removal of the Trustee with respect to
any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section
6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11.


 


Section 6.11 Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee
with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor
hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written request
of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to
Section 10.04, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee,
the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds
held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.06.


 


If a successor trustee is appointed with respect to the Securities
of one or more (but not all) series, the Issuer, the predecessor trustee and each successor trustee with respect to the Securities
of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect
to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor
trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such 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 under separate indentures.


 


No successor trustee with respect to any series of Securities
shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section
310(a) of the Trust Indenture Act of 1939.


 


Upon acceptance of appointment by any successor trustee as provided
in this Section 6.11, the Issuer shall mail notice thereof to the Holders of Securities of each series affected, by mailing such
notice to such Holders at their addresses as they shall appear on the Security register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called
for by Section 6.10. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be given at the expense of the Issuer.


 


Section 6.12 Merger, Conversion, Consolidation or Succession
to Business of Trustee. 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 the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided, that
such corporation shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible under
the provisions of Section 310(a) of the Trust Indenture Act of 1939, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


 


 






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In case, at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture, any of the Securities of any series shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Securities
so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor
to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor
trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series
or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to adopt the certificate
of authentication of any predecessor trustee or to authenticate Securities of any series in the name of any predecessor trustee
shall apply only to its successor or successors by merger, conversion or consolidation.


 


Section 6.13 Preferential Collection of Claims Against the
Issuer. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described
in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent included therein.


 


ARTICLE 7


CONCERNING THE SECURITYHOLDERS


 


Section 7.01 Evidence of Action Taken by Securityholders.
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or
taken by a specified percentage in principal amount of the Securityholders of any or all series may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by
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. Proof of execution of any instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the
Trustee and the Issuer, if made in the manner provided in this Article.


 


Section 7.02 Proof of Execution of Instruments and of Holding
of Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument by a Holder or his agent or proxy may be
proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall
be satisfactory to the Trustee. The holding of Securities shall be proved by the Security register or by a certificate of the registrar
thereof. The Issuer may set a record date for purposes of determining the identity of Holders of any series entitled to vote or
consent to any action referred to in Section 7.01, which record date may be set at any time or from time to time by notice to the
Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than five days
prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, only Holders of
such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent. Notice
of such record date may be given before or after any request for any action referred to in Section 7.01 is made by the Issuer.


 


Section 7.03 Holders to Be Treated as Owners. The Issuer,
the Trustee and any agent of the Issuer or of the Trustee may deem and treat the Person in whose name any Security shall be registered
upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of
the principal of, and, subject to the provisions of this Indenture, interest on, such Security and for all other purposes; and
neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such Person, or upon his or her order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable.


 


Section 7.04 Securities Owned by Issuer Deemed Not Outstanding.
In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have
concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or any other obligor
on the Securities with respect to which such determination is being made or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities with respect to
which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination,
except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or
waiver, only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities
or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect
of any decision made by the Trustee in accordance with such advice.


 


 


 






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Section 7.05 Right of Revocation of Action Taken. At
any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01, of the taking of any action by the
Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to
be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written
notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns
such Security. Except as aforesaid, any such action taken by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor
or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the
case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee
and the Holders of all the Securities affected by such action.


 


ARTICLE 8


SUPPLEMENTAL INDENTURES


 


Section 8.01 Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time, without
the consent of any of the Securityholders, enter into an indenture or indentures supplemental hereto in form satisfactory to the
Trustee for one or more of the following purposes:


 


(a) to comply with the requirements of the Commission in order
to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939, as amended;


 


(b) to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Securities of one or more series any property or assets;


 


(c) to evidence the succession of a corporation, limited liability
company, partnership or trust to the Issuer, or successive successions, and the assumption by such successor of the covenants,
agreements and obligations of the Issuer pursuant to, or to otherwise comply with, Article 9;


 


(d) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the
Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided
in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition
or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter
or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default
or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority
in aggregate principal amount of the Securities of such series to waive such an Event of Default;


 


(e) to cure any ambiguity, defect or inconsistency, or to conform
this Indenture or any supplemental indenture to the description of the Securities set forth in any prospectus or prospectus supplement
related to such series of Securities;


 


(f) to provide for or add guarantors for the Securities of one
or more series;


 


(g) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 2.03;


 


(h) 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;


 


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


 


(j) to make any change to the Securities of any series so long
as no Securities of such series are Outstanding; and


 


(k) to make any other change that does not adversely affect
the interests of the Holders of the Securities in any material respect.


 


The Trustee shall join with the Issuer in the execution of any
such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated
to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise.


 


 


 






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Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any
of the provisions of Section 8.02.


 


Section 8.02 Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article 7) of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of one or more series affected by such supplemental indenture (voting as separate series),
the Issuer, when authorized by a resolution of the Board of Directors, and the Trustee may, from time to time and at any time,
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 any supplemental indenture or of modifying in any manner the rights
of the Holders of the Securities of each such consenting series; provided, that no such supplemental indenture shall, without
the consent of the Holder of each Security so affected, (a) extend the final maturity of any Security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption
thereof, or make the principal thereof (including any amount in respect of original issue discount) or interest thereon payable
in any currency other than that provided in the Securities or in accordance with the terms thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant
to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or (b) waive a default in the payment of
principal of any Security or interest thereon or change a provision related to the waiver of past defaults or changes or impair
the right of any Securityholder to institute suit for the payment or conversion thereof or, if the Securities provide therefor,
any right of repayment at the option of the Securityholder, or (c) modify any of the provisions of this section except to increase
any required percentage or to provide that certain other provisions cannot be modified or waived without the consent of the Holder
of each Security so affected, or (d) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of
which is required for any such supplemental indenture or the consent of Holders of which is required for any modification, amendment
or waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided
for in this Indenture.


 


A supplemental indenture which changes or eliminates any covenant,
Event of Default or other provision of this Indenture (1) that has been expressly included solely for the benefit of one or more
particular series of Securities, if any, or (2) which modifies the rights of Holders of Securities of one or more series with respect
to any covenant, Event of Default or provision, shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series with respect to which such covenant, Event of Default or other provision has not been included or
so modified.


 


Upon the request of the Issuer, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid and other documents, if any, required by Section 7.01, the Trustee shall join with the Issuer in the
execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.


 


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


 


Promptly after the execution by the Issuer and the Trustee of
any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give a notice thereof to the Holders of
then Outstanding Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at
their addresses as they shall appear on the Security register, and in each case such notice shall set forth in general terms the
substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.


 


Section 8.03 Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.


 


Section 8.04 Documents to Be Given to Trustee. The Trustee,
subject to the provisions of Sections 6.01 and 6.02, may receive an Officer’s Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article 8 complies with the applicable provisions of this Indenture.


 


 


 






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Section 8.05 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant
to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided
for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine,
new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification
of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and
delivered in exchange for the Securities of such series then Outstanding.


 


ARTICLE 9


CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section 9.01 Issuer May Consolidate, Etc., on Certain Terms.
The Issuer shall not consolidate with or merge into any other Person (in a transaction in which the Issuer is not the surviving
corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the
Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation, limited liability
company, partnership or trust, (ii) shall be organized and validly existing under the laws of the United States of America, any
State thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Securities
and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, by supplemental
indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation
or into which the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assets; (b) immediately
after giving effect to such transaction no Event of Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and (c) the Issuer has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied with.


 


The conditions of (a)(ii) above shall not apply in the case
of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia
which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district
court for the Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any
tax, assessment or governmental charge imposed on such holders by a jurisdiction other than the United States or any political
subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or
interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance
not been made and (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved
in, such consolidation, merger, sale or conveyance.


 


The restrictions in this Section 9.01 shall not apply to (i)
the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the
purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form
of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary.


 


Nothing contained in this Article shall apply to, limit or impose
any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction,
or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or
not affiliated with the Issuer).


 


Section 9.02 Successor Issuer Substituted. Upon any consolidation
of the Issuer with, or merger of the Issuer into, any other Person or any conveyance, transfer or lease of the properties and assets
of the Issuer substantially as an entirety in accordance with Section 9.01, the successor Person formed by such consolidation or
into which the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had
been named as the Issuer 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.


 


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


 


 


 






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ARTICLE 10


SATISFACTION AND DISCHARGE OF INDENTURE;
DEFEASANCE;


UNCLAIMED MONEYS


 


Section 10.01 Satisfaction and Discharge of Indenture; Defeasance.
(a) If at any time


 


(i) the Issuer shall have paid or caused to be paid the principal
of and interest on all the Securities of any series Outstanding hereunder (other than Securities of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become
due and payable, or


 


(ii) the Issuer shall have delivered to the Trustee for cancellation
all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or


 


(iii) in the case of any series of Securities the exact amount
(including the currency of payment) of principal of and interest due on which on the dates referred to in clause (B) below can
be determined at the time of making the deposit referred to in such clause,


 


(A) all the Securities of such series not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year
or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption,
and


 


(B) the Issuer shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent
to the Issuer in accordance with Section 10.04) or, in the case of any series of Securities the payments on which may only be made
in Dollars, U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will insure
the availability of cash sufficient to pay on any subsequent interest payment date all interest due on such interest payment date
on the Securities of such series and to pay at maturity or upon redemption all Securities of such series (in each case other than
any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due
to such date of maturity, as the case may be,


 


and if, in any such case (i), (ii) or (iii), the Issuer shall
also pay or cause to be paid all other sums payable hereunder by the Issuer, including amounts due the Trustee pursuant to Section
6.06, with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities
of such series (except as to (1) rights of registration of transfer, conversion and exchange of Securities of such series and the
Issuer’s right of optional redemption, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (3)
rights of Holders of Securities to receive, solely from the trust fund described in Section 10.01(a)(iii)(B), payments of principal
thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the
Holders to receive, solely from the trust fund described in Section 10.01(a)(iii)(B), sinking fund payments, if any, (4) the rights
(including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and the Trustee’s obligations
under Sections 10.02 and 10.04 and (5) the obligations of the Issuer under Section 3.02), and the Trustee, on demand of the Issuer
accompanied by an Officer’s Certificate and an Opinion of Counsel which complies with Section 11.05 and at the cost and expense
of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect
to such series. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred
and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.


 


(b) The following subsection shall apply to the Securities of
each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or indenture supplemental
hereto provided pursuant to Section 2.03. In addition to the right to discharge of the Indenture pursuant to subsection (a) above,
the Issuer, at its option and at any time, by written notice by an officer delivered to the Trustee, may elect to have all of its
obligations discharged with all Outstanding Securities of a series (“Legal Defeasance”), such discharge to be
effective on the date that the conditions set forth in clauses (i) through (iv) and (vi) of Section 10.01(d) are satisfied, and
thereafter the Issuer shall be deemed to have paid and discharged the entire Debt on all the Securities of such a series, and satisfied
all its other obligations under such Securities and this Indenture insofar as such Securities are concerned and this Indenture
shall cease to be of further effect with respect to Securities of such series (except as to (1) rights of registration of transfer,
conversion and exchange of Securities of such series, (2) substitution of apparently mutilated, defaced, destroyed, lost or stolen
Securities, (3) rights of Holders of Securities to receive, solely from the trust fund described in Section 10.01(d)(i), payments
of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining
rights of the Holders to receive, solely from the trust fund described in Section 10.01(d)(i), sinking fund payments, if any, (4)
the rights (including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and the Trustee’s
obligations with respect to the Securities of such series under Sections 10.02 and 10.04 and (5) the obligations of the Issuer
under Section 3.02).


 


 


 






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(c) The following subsection shall apply to the Securities of
each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or indenture supplemental
hereto provided pursuant to Section 2.03. In addition to the right to discharge of the Indenture pursuant to subsection (a) and
to Legal Defeasance pursuant to subsection (b), above, the Issuer, at its option and at any time, by written notice executed by
an officer delivered to the Trustee, may elect to have its obligations under any covenant contained in this Indenture or in the
Board Resolution or supplemental indenture relating to such series pursuant to Section 2.03 discharged with respect to all Outstanding
Securities of a series, this Indenture and any indentures supplemental to this Indenture with respect to such series (“Covenant
Defeasance”), such discharge to be effective on the date the conditions set forth in clauses (i) through (iii) and (v)
through (vi) of Section 10.01(d) are satisfied, and such Securities shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration of Securityholders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be “Outstanding” for all other purposes under this Indenture. For this purpose,
such Covenant Defeasance means that, with respect to the Outstanding Securities of a series, the Issuer may omit to comply with
and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of reference in any such covenant to
any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under
Section 5.01(c) or otherwise, but except as specified in this Section 10.01(c), the remainder of the Issuer’s obligations
under the Securities of such series, this Indenture, and any indentures supplemental to this Indenture with respect to such series
shall be unaffected thereby.


 


(d) The following shall be the conditions to the application
of Legal Defeasance under subsection (b) or Covenant Defeasance under subsection (c) to the Securities of the applicable series:


 


(i) the Issuer irrevocably deposits or causes to be deposited
in trust with the Trustee or, at the option of the Trustee, with a trustee satisfactory to the Trustee and the Company under the
terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, cash or U.S. Government Obligations
that will generate cash sufficient to pay principal of and interest on the Outstanding Securities of such series to maturity or
redemption, as the case may be, and to pay all other amounts payable by it hereunder, provided that (A) the trustee of the irrevocable
trust, if any, shall have been irrevocably instructed to pay such funds or the proceeds of such U.S. Government Obligations to
the Trustee and (B) the Trustee shall have been irrevocably instructed to apply such funds or the proceeds of such U.S. Government
Obligations to (x) the principal and interest on all Securities of such series on the date that such principal or interest is due
and payable and (y) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with
the terms of the Indenture and the Securities of such series, and the Issuer shall also pay or cause to be paid all other amounts
payable hereunder with respect to such series;


 


(ii) the Issuer delivers to the Trustee an Officer’s Certificate
stating that all conditions precedent specified herein relating to Legal Defeasance or Covenant Defeasance, as the case may be,
have been complied with, and an Opinion of Counsel to the same effect;


 


(iii) no Event of Default under subsection (a), (b), (d) or
(e) of Section 5.01 shall have occurred and be continuing, and no event which with notice or lapse of time or both would become
such an Event of Default shall have occurred and be continuing, on the date of such deposit;


 


(iv) in the event of an election for Legal Defeasance under
subsection (b), the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuer has received from,
or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been
a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result
of the deposit, defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax
on the same amounts, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were
not to occur;


 


(v) in the event of an election for Covenant Defeasance under
subsection (c), the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities
will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same
times as would be the case if such deposit and Covenant Defeasance were not to occur; and


 


(vi) notwithstanding any other provisions of this subsection
(d), such defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may
be imposed on the Issuer pursuant to Section 2.03.


 


 


 


 






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After such irrevocable deposit made pursuant to this Section
10.01(d) and satisfaction of the other conditions set forth in this subsection (d), the Trustee upon request shall execute proper
instruments acknowledging the discharge of the Issuer’s obligations pursuant to this Section 10.01.


 


Section 10.02 Application by Trustee of Funds Deposited for
Payment of Securities. Subject to Section 10.04, all moneys deposited with the Trustee (or other trustee) pursuant to Section
10.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Issuer
acting as its own paying agent), to the Holders of the particular Securities of such series for the payment or redemption of which
such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such
money need not be segregated from other funds except to the extent required by law.


 


Section 10.03 Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys then held
by any paying agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the
Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with
respect to such moneys.


 


Section 10.04 Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the
principal of, interest on or additional amounts in respect of any Security of any series and not applied but remaining unclaimed
for two years after the date upon which such principal, interest or additional amount shall have become due and payable, shall
be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Securities of such series shall
thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee
or any paying agent with respect to such moneys shall thereupon cease.


 


Section 10.05 Indemnity for U.S. Government Obligations.
The Issuer 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 10.01 or the principal or interest received in respect of such obligations.


 


ARTICLE 11


MISCELLANEOUS PROVISIONS


 


Section 11.01 No Recourse. No recourse under or upon
any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Issuer
or of any predecessor or successor corporation, either directly or through the Issuer or any such predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that
no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or
directors as such, of the Issuer or of any predecessor or successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or
in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator,
stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason
of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of
such Securities.


 


Section 11.02 Provisions of Indenture for the Sole Benefit
of Parties and Holders of Securities. Nothing in this Indenture or in the Securities, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties hereto and their successors and the Holders of the
Securities any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained,
all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the
Securities.


 


Section 11.03 Successors and Assigns of Issuer Bound by Indenture.
All the covenants, stipulations, promises and agreements contained in this Indenture by or on behalf of the Issuer shall bind its
successors and assigns, whether so expressed or not.


 


Section 11.04 Notices and Demands on Issuer, Trustee and
Holders of Securities. Any notice or demand which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by
the Issuer with the Trustee) to Atomera Incorporated, 750 University Avenue, Suite 280, Los Gatos, California 95032, Attn: Chief
Financial Officer. Any notice, direction, request or demand by the Issuer or any Holder of Securities to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or made at _________, Attn:_____________________.


 


Where this Indenture provides for notice to Holders of Securities,
such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder entitled thereto, at his or her last address as it appears in the Security register. In case, by reason
of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice of any event to Holders
of Securities when said notice is required to be given pursuant to any provision of this Indenture or of the Securities, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.


 


 


 






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In case, by reason of the suspension of or irregularities in
regular mail service, it shall be impracticable to mail notice to the Issuer when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed
to be a sufficient giving of such notice.


 


Neither the failure to give notice, nor any defect in any notice
so given, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities
given as provided above.


 


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


 


Section 11.05 Officer’s Certificates and Opinions of
Counsel; Statements to Be Contained Therein. Upon any application or demand by the Issuer to the Trustee to take any action
under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate stating that
all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the
case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of
this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.


 


Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a)
a statement that the person making such certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, 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 or not such covenant or condition has been complied
with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


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


 


Any certificate, statement or opinion of an officer of the Issuer
or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by
an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that
the certificate or opinion or representations with respect to the accounting matters upon which his or her certificate, statement
or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.


 


Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.


 


Section 11.06 Payments Due on Saturdays, Sundays and Holidays.
If the date of maturity of interest on or principal of the Securities of any series or the date fixed for redemption or repayment
of any such Security, or the last day on which a Holder has the right to convert any Security, shall not be a Business Day, then
payment of interest or principal, or any conversion, need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or on such last day for
conversion, and no interest shall accrue for the period after such date.


 


Section 11.07 Conflict of Any Provision of Indenture With
Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939,
such incorporated provision shall control.


 


Section 11.08 New York Law to Govern. This Indenture
and each Security shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be governed
by and construed in accordance with the laws of such State without regard to any principle of conflict of laws that would require
or permit the application of the laws of any other jurisdiction, except as may otherwise be required by mandatory provisions of
law.


 


 


 






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Section 11.09 Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and
the same instrument.


 


Section 11.10 Effect of Headings. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


Section 11.11 Actions by Successor. Any act or proceeding
by any provision of this Indenture authorized or required to be done or performed by any board of directors or its equivalent,
committee or officer of the Issuer shall and may be done and performed with like force and effect by the corresponding board, committee
or officer of any corporation that shall at the time be the lawful successor of the Issuer.


 


Section 11.12 Severability. In case any one or more of
the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.


 


ARTICLE 12


REDEMPTION OF SECURITIES AND SINKING FUNDS


 


Section 12.01 Applicability of Article. The provisions
of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking
fund for the retirement of Securities of a series, except as otherwise specified, as contemplated by Section 2.03 for Securities
of such series.


 


Section 12.02 Notice of Redemption; Partial Redemptions.
Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in part at the option of the Issuer
shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60
days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall
appear upon the Security register. Any notice which is given in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. Failure to give notice or any defect in the notice to the Holder
of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for
the redemption of any other Security of such series. 


 


The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption
price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue and shall also specify, if applicable, the conversion price then in effect and the
date on which the right to convert such Securities or the portions thereof to be redeemed will expire. In case any Security of
a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities
of such series in principal amount equal to the unredeemed portion thereof will be issued.


 


The notice of redemption of Securities of any series to be redeemed
at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the
expense of the Issuer.


 


On or before the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if
the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of
money sufficient to redeem on the redemption date all the Securities of such series so called for redemption (other than those
Securities theretofore surrendered for conversion into Common Stock in accordance with their terms) at the appropriate redemption
price, together with accrued interest to the date fixed for redemption. If any Security called for redemption is converted pursuant
hereto and in accordance with the terms thereof, any money deposited with the Trustee or any paying agent or so segregated and
held in trust for the redemption of such Security shall be paid to the Issuer upon the Issuer’s request, or, if then held
by the Issuer, shall be discharged from such trust. The Issuer will deliver to the Trustee at least 10 days prior to the date the
notice required to be delivered to the Holders is to be sent (unless a shorter time period shall be acceptable to the Trustee)
an Officer’s Certificate (which need not comply with Section 11.05) stating the aggregate principal amount of Securities
to be redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any restriction on such redemption,
the Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an
Officer’s Certificate stating that such restriction has been complied with.


 


 


 






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If less than all the Securities of a series are to be redeemed,
the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such series to be redeemed in whole
or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of such series selected
for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof
to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of
the principal amount of such Security which has been or is to be redeemed. If any Security selected for partial redemption is surrendered
for conversion after such selection, the converted portion of such Security shall be deemed (so far as may be possible) to be the
portion selected for redemption.


 


Section 12.03 Payment of Securities Called for Redemption.
If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice
shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with
interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of
such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue, and such Securities shall cease from and after the date fixed for redemption
to be convertible into Common Stock (to the extent otherwise convertible in accordance with their terms), if applicable, and cease
to be entitled to any benefit or security under this Indenture, and except as provided in the paragraph below, the Holders thereof
shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest
to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice,
said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price,
together with interest accrued thereon to the date fixed for redemption; provided, that payment of interest becoming due
on or prior to the date fixed for redemption shall be payable to the Holders of such Securities registered as such on the relevant
record date subject to the terms and provisions of Sections 2.03 and 2.07 hereof. 


 


If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption
at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security and, if
applicable, such Security shall remain convertible into Common Stock until the principal of such Security shall have been paid
or duly provided for.


 


Upon presentation of any Security redeemed in part only, the
Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of
the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed
portion of the Security so presented.


 


Section 12.04 Exclusion of Certain Securities from Eligibility
for Selection for Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified
by registration and certificate number in an Officer’s Certificate delivered to the Trustee at least 40 days prior to the
last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated
by either (a) the Issuer or (b) an entity specifically identified in such written statement as directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer.


 


Section 12.05 Mandatory and Optional Sinking Funds. The
minimum amount of any sinking fund payment provided for by the terms of the 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 the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which
a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. 


 


In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of
such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the
Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10 and, if applicable,
receive credit for Securities (not previously so credited) converted into Common Stock and so delivered to the Trustee for cancellation,
(b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive
credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision
contained in the terms of such series. Securities so delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.


 


 


 






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On or before the 60th day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee an Officer’s Certificate (which need not contain the statements
required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash
and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating that none of
the Securities of such series for which credit will be taken has theretofore been so credited, (c) stating that no defaults in
the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and
are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment
with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to
pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be
delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officer’s
Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable
and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any
such 60th day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute
a default but shall constitute, on and as of such date, the irrevocable election of the Issuer that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option
to deliver or credit Securities of such series in respect thereof.


 


If the sinking fund payment or payments (mandatory or optional
or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or a lesser sum in Dollars or in
any Foreign Currency if the Issuer shall so request) with respect to the Securities of any particular series, such cash shall be
applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption
price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 (or the equivalent thereof
in any Foreign Currency) or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000
(or the equivalent thereof in any Foreign Currency) is available, which delay in accordance with this paragraph shall not be a
default or breach of the obligation to make such payment. The Trustee shall select, in the manner provided in Section 12.02, for
redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to which such cash may
be applied, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the
Securities of such series (or portions thereof) so selected. The Trustee, in the name and at the expense of the Issuer (or the
Issuer, if it shall so request the Trustee in writing), shall cause notice of redemption of the Securities of such series to be
given in substantially the manner provided in Section 12.02 (and with the effect provided in Section 12.03) for the redemption
of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated
to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together
with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on
the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not
held for the payment or redemption of particular Securities of such series, shall be applied, together with other moneys, if necessary,
sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of such series at maturity. The
Issuer’s obligation to make a mandatory or optional sinking fund payment shall automatically be reduced by an amount equal
to the sinking fund redemption price allocable to any Securities or portions thereof called for redemption pursuant to the preceding
paragraph on any sinking fund payment date and converted into Common Stock in accordance with the terms of such Securities; provided
that, if the Trustee is not the conversion agent for the Securities, the Issuer or such conversion agent shall give the Trustee
written notice on or prior to the date fixed for redemption of the principal amount of Securities or portions thereof so converted.


 


On or before each sinking fund payment date, the Issuer shall
pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption
on Securities to be redeemed on such sinking fund payment date.


 


The Trustee shall not redeem or cause to be redeemed any Securities
of a series with sinking fund moneys or give any notice of redemption of Securities for such series by operation of the sinking
fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where
the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be
redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur, and
any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed
to have been collected under Article 5 and held for the payment of all such Securities. In case such Event of Default shall have
been waived as provided in Section 5.10, or the default cured on or before the 60th day preceding the sinking fund payment date
in any year, such moneys shall thereafter be applied on such sinking fund payment date in accordance with this Section to the redemption
of such Securities.


 


 


 






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ARTICLE 13


SUBORDINATION OF SECURITIES


 


Section 13.01 Agreement of Subordination. The Issuer
covenants and agrees, and each holder of Securities issued hereunder by its acceptance thereof likewise covenants and agrees, that
all Securities shall be issued subject to the provisions of this Article 13; and each Securityholder, whether upon original issue
or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. 


 


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


 


The provisions of this Article 13 define the subordination of
the Securities, as obligations of the Issuer, with respect to Senior Indebtedness of the Issuer.


 


No provision of this Article 13 shall prevent the occurrence
of any default or Event of Default hereunder.


 


Section 13.02 Payments to Securityholders. In the event
and during the continuation of any default in the payment of principal, premium, interest or any other payment due on any Senior
Indebtedness of the Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such
Senior Indebtedness of the Issuer, then, unless and until such default shall have been cured or waived or shall have ceased to
exist, no payment shall be made by the Issuer with respect to the principal of or interest on the Securities, except sinking fund
obligations satisfied by credit of acquired Securities under Section 12.05 prior to the happening of such default and payments
made pursuant to Article 10 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such default. 


 


Upon any payment by the Issuer, or distribution of assets of
the Issuer of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or
liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other
proceedings, all amounts due or to become due upon all Senior Indebtedness of the Issuer shall first be paid in full, or payment
thereof provided for in money in accordance with its terms, before any payment is made on account of the principal or interest
on the Securities (except payments made pursuant to Article 10 hereof from monies deposited with the Trustee pursuant thereto prior
to the happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or
liquidation or reorganization any payment by the Issuer, or distribution of assets of the Issuer of any kind or character, whether
in cash, property or securities, to which the holders of the Securities or the Trustee would be entitled, except for the provisions
of this Article 13, shall (except as aforesaid) be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture
if received by them or it, directly to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis
of the respective amounts of Senior Indebtedness of the Issuer held by such holders, as calculated by the Issuer) or their representative
or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness
of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness
of the Issuer in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Indebtedness of the Issuer, before any payment or distribution is made to the holders of the Securities or
to the Trustee.


 


In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, prohibited by the foregoing,
shall be received by the Trustee or the holders of the Securities before all Senior Indebtedness of the Issuer is paid in full,
or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Issuer or their representative
or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness
of the Issuer may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the
payment of all Senior Indebtedness of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the
Issuer in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness.


 


For purposes of this Article 13, the words, “cash, property
or securities” shall not be deemed to include shares of stock of the Issuer as reorganized or readjusted, or securities of
the Issuer or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated
at least to the extent provided in this Article 13 with respect to the Securities to the payment of all Senior Indebtedness of
the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness
of the Issuer (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such
reorganization or readjustment.


 


The consolidation of the Issuer with, or the merger of the Issuer
into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 9
hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.02 if such
other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in
Article 9 hereof. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section
6.06.


 


 


 






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Section 13.03 Subrogation of Securities. Subject to the
payment in full of all Senior Indebtedness of the Issuer, the rights of the holders of the Securities shall be subrogated to the
rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities
of the Issuer applicable to the Senior Indebtedness of the Issuer until the principal of and interest on the Securities shall be
paid in full; and, for the purposes of such subrogation, no payments or distributions to or for the benefit of the holders of the
Senior Indebtedness of the Issuer or the Trustee of any cash, property or securities to which the holders of the Securities or
the Trustee would be entitled except for the provisions of this Article 13, shall, as between the Issuer, its creditors other than
holders of Senior Indebtedness of the Issuer, and the holders of the Securities, be deemed to be a payment by the Issuer to or
on account of the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 13 are and are intended
solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness of the Issuer, on the other hand. 


 


Nothing contained in this Article 13 or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior
Indebtedness, and the holders of the Securities, the obligation of the Issuer, which is absolute and unconditional, to pay to the
holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Securities and creditors
of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article 13 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or
securities of the Issuer received upon the exercise of any such remedy.


 


Upon any payment or distribution of assets of the Issuer referred
to in this Article 13, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation
or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or to the holders of the Securities, for the purpose
of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness
of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 13.


 


Section 13.04 Authorization by Securityholders. Each
holder of a Security by its acceptance thereof authorizes and directs the Trustee on its behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article 13 appoints the Trustee its attorney-in-fact for any and
all such purposes. 


 


Section 13.05 Notice to Trustee. The Issuer shall give
promptly written notice to a Responsible Officer of the Trustee of any fact known to the Issuer which would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article 13. Notwithstanding
the provisions of this Article 13 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article 13, unless and until a Responsible Officer of the Trustee shall have received written
notice thereof at the Corporate Trust Office of the Trustee from the Issuer or a holder or holders of Senior Indebtedness of the
Issuer or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions
of Section 6.01, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer
than three Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including,
without limitation, the payment of the principal of or interest on any Security) the Trustee shall not have received, with respect
to such monies, the notice provided for in this Section 13.05, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.  


 


The Trustee conclusively shall be entitled to rely on the delivery
to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Issuer (or a trustee on
behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness of the Issuer or a trustee
on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution
pursuant to this Article 13, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness of the Issuer held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 13, and if such evidence
is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment.


 


 


 






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Section 13.06 Trustee’s Relation to Senior Indebtedness.
The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 13 in respect of any Senior
Indebtedness of the Issuer at any time held by it, to the same extent as any other holder of Senior Indebtedness of the Issuer
and nothing elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. 


 


With respect to the holders of Senior Indebtedness of the Issuer,
the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this
Article 13, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Issuer shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness
of the Issuer and the Trustee shall not be liable to any holder of Senior Indebtedness of the Issuer if it shall pay over or deliver
to holders of Securities, the Issuer or any other Person money or assets to which any holder of Senior Indebtedness of the Issuer
shall be entitled by virtue of this Article 13 or otherwise.


 


Section 13.07 No Impairment of Subordination. No right
of any present or future holder of any Senior Indebtedness of the Issuer to enforce subordination as herein provided shall at any
time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act,
in good faith, by any such holder, or by any noncompliance by the Issuer with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise be charged with. 


 


Section 13.08 Rights of Trustee. Nothing in this Article
13 shall apply to claims of or payments to, the Trustee pursuant to Section 6.06. 


 


[Signature pages follow] 


 







 


 


 






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IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed as of ___________________.


 


 


	 	 	 
	ATOMERA INCORPORATED
	 	 
	By:	 	

	Name:	 	 
	Title:	 	 
	 	 
	Attest:	 	 
	 	 
	By:	 	

	Name:	 	 
	Title:	 	 
	 
	_____________________, Trustee
	 	 
	By:	 	

	Name:	 	 
	Title:	 	 



 


 




 


 


 






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