Exhibit 4.5


 


CHICKEN SOUP FOR THE SOUL ENTERTAINMENT
INC.,


 


As Issuer,


 


AND


 


[_______________],


 


As Trustee


 


INDENTURE


 


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


 


SENIOR DEBT SECURITIES


 








 






    


     


    

 





CROSS-REFERENCE TABLE (1)


 








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




 










 






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




 








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TABLE
OF CONTENTS (2)


 


	ARTICLE I DEFINITIONS	 	1
	 	 	 
	SECTION 1.01    DEFINITIONS OF TERMS.	 	1
	 	 	 
	ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	 	4
	 	 	 
	SECTION 2.01    DESIGNATION AND TERMS OF SECURITIES.	 	4
	SECTION 2.02    FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE.	 	5
	SECTION 2.03    DENOMINATIONS: PROVISIONS FOR PAYMENT.	 	6
	SECTION 2.04    EXECUTION AND AUTHENTICATION.	 	7
	SECTION 2.05    REGISTRATION OF TRANSFER AND EXCHANGE.	 	7
	SECTION 2.06    TEMPORARY SECURITIES.	 	8
	SECTION 2.07    MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.	 	8
	SECTION 2.08    CANCELLATION.	 	9
	SECTION 2.09    BENEFITS OF INDENTURE.	 	9
	SECTION 2.10    AUTHENTICATING AGENT.	 	9
	SECTION 2.11    GLOBAL SECURITIES.	 	10
	 	 	 
	ARTICLE III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	 	11
	 	 	 
	SECTION 3.01    REDEMPTION.	 	11
	SECTION 3.02    NOTICE OF REDEMPTION.	 	11
	SECTION 3.03    PAYMENT UPON REDEMPTION.	 	12
	SECTION 3.04    SINKING FUND.	 	12
	SECTION 3.05    SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.	 	13
	SECTION 3.06    REDEMPTION OF SECURITIES FOR SINKING FUND.	 	13
	 	 	 
	ARTICLE IV COVENANTS	 	13
	 	 	 
	SECTION 4.01    PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.	 	13
	SECTION 4.02    MAINTENANCE OF OFFICE OR AGENCY.	 	13
	SECTION 4.03    PAYING AGENTS.	 	14
	SECTION 4.04    APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.	 	14
	SECTION 4.05    COMPLIANCE WITH CONSOLIDATION PROVISIONS.	 	14
	SECTION 4.06    STATEMENT BY OFFICERS AS TO DEFAULT.	 	14
	 	 	 
	ARTICLE V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	 	15
	 	 	 
	SECTION 5.01    COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS.	 	15
	SECTION 5.02    PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS.	 	15
	SECTION 5.03    REPORTS BY THE COMPANY.	 	15
	SECTION 5.04    REPORTS BY THE TRUSTEE.	 	16
	 	 	 
	ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	 	16
	 	 	 
	SECTION 6.01    EVENTS OF DEFAULT.	 	16
	SECTION 6.02    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.	 	17




 






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	SECTION 6.03    APPLICATION OF MONEYS COLLECTED.	 	18
	SECTION 6.04    LIMITATION ON SUITS.	 	19
	SECTION 6.05    RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.	 	19
	SECTION 6.06    CONTROL BY SECURITYHOLDERS.	 	20
	SECTION 6.07    UNDERTAKING TO PAY COSTS.	 	20
	 	 	 
	ARTICLE VII CONCERNING THE TRUSTEE	 	20
	 	 	 
	SECTION 7.01    CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.	 	20
	SECTION 7.02    NOTICE OF DEFAULTS.	 	21
	SECTION 7.03    CERTAIN RIGHTS OF TRUSTEE.	 	21
	SECTION 7.04    TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES.	 	22
	SECTION 7.05    MAY HOLD SECURITIES.	 	23
	SECTION 7.06    MONEYS HELD IN TRUST.	 	23
	SECTION 7.07    COMPENSATION AND REIMBURSEMENT.	 	23
	SECTION 7.08    RELIANCE ON OFFICERS’ CERTIFICATE.	 	23
	SECTION 7.09    DISQUALIFICATION; CONFLICTING INTERESTS.	 	24
	SECTION 7.10    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.	 	24
	SECTION 7.11    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.	 	24
	SECTION 7.12    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.	 	25
	SECTION 7.13    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.	 	26
	SECTION 7.14    PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.	 	26
	 	 	 
	ARTICLE VIII CONCERNING THE SECURITYHOLDERS	 	26
	 	 	 
	SECTION 8.01    EVIDENCE OF ACTION BY SECURITYHOLDERS.	 	26
	SECTION 8.02    PROOF OF EXECUTION BY SECURITYHOLDERS.	 	27
	SECTION 8.03    WHO MAY BE DEEMED OWNERS.	 	27
	SECTION 8.04    CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED.	 	27
	SECTION 8.05    ACTIONS BINDING ON FUTURE SECURITYHOLDERS.	 	27
	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	 	28
	 	 	 
	SECTION 9.01    SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS.	 	28
	SECTION 9.02    SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.	 	28
	SECTION 9.03    EFFECT OF SUPPLEMENTAL INDENTURES.	 	29
	SECTION 9.04    SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.	 	29
	SECTION 9.05    EXECUTION OF SUPPLEMENTAL INDENTURES.	 	29
	 	 	 
	ARTICLE X SUCCESSOR ENTITY	 	30
	 	 	 
	SECTION 10.01  COMPANY MAY CONSOLIDATE, ETC.	 	30
	SECTION 10.02  SUCCESSOR ENTITY SUBSTITUTED.	 	30
	SECTION 10.03  EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.	 	30
	 	 	 
	ARTICLE XI SATISFACTION AND DISCHARGE; DEFEASANCE	 	31
	 	 	 
	SECTION 11.01  SATISFACTION AND DISCHARGE.	 	31
	SECTION 11.02  DEFEASANCE.	 	31
	SECTION 11.03  DEPOSITED MONEYS TO BE HELD IN TRUST.	 	32
	 	 	 






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	SECTION 11.04  PAYMENT OF MONEYS HELD BY PAYING AGENTS.	 	32
	SECTION 11.05  REPAYMENT TO COMPANY.	 	32
	 	 	 
	ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	 	33
	 	 	 
	SECTION 12.01  NO RECOURSE.	 	33
	 	 	 
	ARTICLE XIII MISCELLANEOUS PROVISIONS	 	33
	 	 	 
	SECTION 13.01  EFFECT ON SUCCESSORS AND ASSIGNS.	 	33
	SECTION 13.02  ACTIONS BY SUCCESSOR.	 	33
	SECTION 13.03  SURRENDER OF COMPANY POWERS.	 	33
	SECTION 13.04  NOTICES.	 	33
	SECTION 13.05  GOVERNING LAW; WAIVER OF TRIAL BY JURY.	 	34
	SECTION 13.06  TREATMENT OF SECURITIES AS DEBT.	 	34
	SECTION 13.07  COMPLIANCE CERTIFICATES AND OPINIONS.	 	34
	SECTION 13.08  PAYMENTS ON BUSINESS DAYS.	 	34
	SECTION 13.09  CONFLICT WITH TRUST INDENTURE ACT.	 	34
	SECTION 13.10  COUNTERPARTS.	 	34
	SECTION 13.11  SEPARABILITY.	 	35
	SECTION 13.12  ASSIGNMENT.	 	35




 





 



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









 






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INDENTURE, dated as of [__________] [___], 20[_], between Chicken
Soup for the Soul Entertainment Inc., a Delaware corporation (the “Company”), and [_____________], a [______________],
as trustee (the “Trustee”):


 


RECITALS OF THE COMPANY


 


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


 


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


 


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


 


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


 


ARTICLE I

DEFINITIONS


 


SECTION 1.01  DEFINITIONS OF TERMS.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“COMMISSION” means the Securities
and Exchange Commission.


 


“COMPANY” means Chicken Soup
for the Soul Entertainment Inc., a Delaware corporation, and its subsidiaries, and, subject to the provisions of Article X,
shall also include its successors and assigns.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    2


     


    








 


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


 


“ORIGINAL ISSUE DISCOUNT SECURITY”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	3	 



     


    

 


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


 


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


 


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


 


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


 


ARTICLE II

ISSUE, DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES


 


SECTION 2.01  DESIGNATION AND TERMS OF SECURITIES.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	4	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	5	 



     


    

 


SECTION 2.02 FORM OF SECURITIES AND TRUSTEE’S
CERTIFICATE.


 


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


 


SECTION 2.03 DENOMINATIONS: PROVISIONS FOR PAYMENT.


 


The Securities shall be issuable as registered
Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(10).  The
Securities of a particular series shall bear interest payable on the dates and at the rates specified or provided for with respect
to that series.  Except as contemplated by Section 2.01(17), the principal of and the interest on the Securities
of any series, as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in the coin or
currency of the United States of America that at the time is legal tender for public and private debt, at the office or agency
of the Company maintained for that purpose in [________________]; provided, however, that at the option of the Company payment
of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register. Each Security shall be dated the date of its authentication by the Trustee.  Except
as contemplated by Section 2.01(4), interest on the Securities shall be computed on the basis of a 360-day year composed of
twelve 30-day months.  Except as contemplated by Section 2.01(5), the interest installment on any Security that
is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid
to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the
regular record date for such interest installment.  In the event that any Security of a particular series or portion
thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security
as provided in Section 3.03. Any interest on any Security that is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the registered Holder on the relevant regular record date by virtue of having been such Holder; and such
Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below:


 


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


 






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


 


SECTION 2.04 EXECUTION AND AUTHENTICATION.


 


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


 


SECTION 2.05 REGISTRATION OF TRANSFER AND EXCHANGE.


 


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


 






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


 


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


 


SECTION 2.06 TEMPORARY SECURITIES.


 


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


 


SECTION 2.07 MUTILATED, DESTROYED, LOST OR STOLEN
SECURITIES.


 


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


 






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SECTION 2.08 CANCELLATION.


 


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


 


SECTION 2.09 BENEFITS OF INDENTURE.


 


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


 


SECTION 2.10 AUTHENTICATING AGENT.


 


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


 






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SECTION 2.11 GLOBAL SECURITIES.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	10	 



     


    

 


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


 


Notwithstanding the foregoing, with respect
to any Global Security, nothing herein shall prevent the Company, the Trustee, the Security Registrar, any paying agent, or any
other agent of the Company or any agent of the Trustee, from giving effect to any written certification, proxy or other authorization
furnished by any depositary (including the Depositary), as a Securityholder, with respect to such Global Security or impair, as
between such depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing
the exercise of the rights of such depositary (or its nominee) as Holder of such Global Security.


 


ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND

 PROVISIONS


 


SECTION 3.01 REDEMPTION.


 


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


 


SECTION 3.02 NOTICE OF REDEMPTION.


 


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


 






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


 


SECTION 3.03 PAYMENT UPON REDEMPTION.


 


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


 


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


 


SECTION 3.04 SINKING FUND.


 


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


 






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SECTION 3.05 SATISFACTION OF SINKING FUND PAYMENTS
WITH SECURITIES.


 


The Company,


 


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


 


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


 


SECTION 3.06 REDEMPTION OF SECURITIES FOR SINKING
FUND.


 


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


 


ARTICLE IV

COVENANTS


 


SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM AND
INTEREST.


 


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


 


SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY.


 


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


 


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


 






    	 	13	 



     


    

 


SECTION 4.03 PAYING AGENTS.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 4.04 APPOINTMENT TO FILL VACANCY IN OFFICE
OF TRUSTEE.


 


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


 


SECTION 4.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS.


 


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


 


SECTION 4.06 STATEMENT BY OFFICERS AS TO DEFAULT.


 


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


 






    	 	14	 



     


    

 


ARTICLE V

SECURITYHOLDERS’ LISTS AND REPORTS BY THE 

COMPANY AND THE TRUSTEE


 


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


 


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


 


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


 


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


 


SECTION 5.02 PRESERVATION OF INFORMATION; COMMUNICATIONS
WITH SECURITYHOLDERS.


 


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


 


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


 


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


 


SECTION 5.03 REPORTS BY THE COMPANY.


 


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


 


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


 


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


 






    	 	15	 



     


    

 


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


 


SECTION 5.04 REPORTS BY THE TRUSTEE.


 


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


 


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


 


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


 


ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON

 EVENT OF DEFAULT


 


SECTION 6.01 EVENTS OF DEFAULT.


 


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


 


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


 


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


 


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


 


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


 


		(i)	commences a voluntary case,



 


		(ii)	consents to the entry of an order for relief against it in an involuntary case,



 






    	 	16	 



     


    

 


		(iii)	consents to the appointment of a Custodian of it or for all or substantially all of its property, or



 


		(iv)	makes a general assignment for the benefit of its creditors; or



 


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


 


		(i)	is for relief against the Company in an involuntary case,



 


		(ii)	appoints a Custodian of the Company for all or substantially all of its property, or



 


		(iii)	orders the liquidation of the Company, and the order remains unstayed and in effect for 90 days.



 


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


 


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


 


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


 


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


 


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


 


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


 


(a)            The
Company covenants that


 


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


 


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


 






    	 	17	 



     


    

 



 


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


 


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


 


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


 


SECTION 6.03 APPLICATION OF MONEYS COLLECTED.


 


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


 






    18


     


    

 


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


 


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


 


SECTION 6.04 LIMITATION ON SUITS.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    19


     


    

 


SECTION 6.06 CONTROL BY SECURITYHOLDERS.


 


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


 


SECTION 6.07 UNDERTAKING TO PAY COSTS.


 


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


 


ARTICLE VII

CONCERNING THE TRUSTEE


 


SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES
OF TRUSTEE.


 


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


 


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


 






    20


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.02 NOTICE OF DEFAULTS.


 


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


 


SECTION 7.03 CERTAIN RIGHTS OF TRUSTEE.


 


Except as otherwise provided in Section 7.01:


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


SECTION 7.05 MAY HOLD SECURITIES.


 


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


 


SECTION 7.06 MONEYS HELD IN TRUST.


 


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


 


SECTION 7.07 COMPENSATION AND REIMBURSEMENT.


 


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


 


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


 


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


 


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


 


SECTION 7.08 RELIANCE ON OFFICERS’ CERTIFICATE.


 


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


 






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SECTION 7.09 DISQUALIFICATION; CONFLICTING INTERESTS.


 


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


 


SECTION 7.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.


 


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


 


SECTION 7.11 RESIGNATION AND REMOVAL; APPOINTMENT
OF SUCCESSOR.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


SECTION 7.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.


 


(a)            In
case of the appointment hereunder of a successor trustee with respect to all Securities, every such successor trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to the lien provided for in Section 7.07.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


SECTION 7.14 PREFERENTIAL COLLECTION OF CLAIMS
AGAINST THE COMPANY.


 


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


 


ARTICLE VIII

CONCERNING THE SECURITYHOLDERS


 


SECTION 8.01 EVIDENCE OF ACTION BY SECURITYHOLDERS.


 


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


 






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SECTION 8.02 PROOF OF EXECUTION BY SECURITYHOLDERS.


 


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


 


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


 


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


 


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


 


SECTION 8.03 WHO MAY BE DEEMED OWNERS.


 


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


 


SECTION 8.04 CERTAIN SECURITIES OWNED BY COMPANY
DISREGARDED.


 


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


 


SECTION 8.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS.


 


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


 






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ARTICLE IX

SUPPLEMENTAL INDENTURES


 


SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT THE
CONSENT OF SECURITYHOLDERS.


 


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


 


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


 


(2)            to
comply with Article X;


 


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


 


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


 


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


 


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


 


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


 


(8)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.12.


 


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


 


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


 


SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT
OF SECURITYHOLDERS.


 


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


 






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


 


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


 


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


 


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


 


SECTION 9.03 EFFECT OF SUPPLEMENTAL INDENTURES.


 


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


 


SECTION 9.04 SECURITIES AFFECTED BY SUPPLEMENTAL
INDENTURES.


 


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


 


SECTION 9.05 EXECUTION OF SUPPLEMENTAL INDENTURES.


 


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


 






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


 


ARTICLE X

SUCCESSOR ENTITY


 


SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC.


 


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


 


SECTION 10.02 SUCCESSOR ENTITY SUBSTITUTED.


 


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


 


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


 


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


 


SECTION 10.03 EVIDENCE OF CONSOLIDATION, ETC.
TO TRUSTEE.


 


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


 






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ARTICLE XI

SATISFACTION AND DISCHARGE; DEFEASANCE


 


SECTION 11.01 SATISFACTION AND DISCHARGE.


 


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


 


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


 


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


 


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


 


SECTION 11.02 DEFEASANCE.


 


The Company may, at its option and at any
time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations
discharged with respect to a series of the Securities (“Legal Defeasance”).  Such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities,
except for (a) the rights of Holders to receive payments in respect of the principal of (and premium, if any) and interest
on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company’s
obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange
of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or
agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations
in connection therewith and (d) the Legal Defeasance provisions of this Indenture.  In addition, the Company may,
at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect
to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”)
and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to
such series of Securities.  In the event of Covenant Defeasance, those events described under Section 6.01(a) with
respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities.


 






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In order to exercise either Legal Defeasance
or Covenant Defeasance:


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 11.03 DEPOSITED MONEYS TO BE HELD IN TRUST.


 


All moneys or Governmental Obligations deposited
with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either directly
or through any paying agent (including the Company acting as its own paying agent), to the Holders of the particular series of
Securities for the payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee.


 


SECTION 11.04 PAYMENT OF MONEYS HELD BY PAYING
AGENTS.


 


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


 


SECTION 11.05 REPAYMENT TO COMPANY.


 


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


 






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ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, 

OFFICERS AND DIRECTORS


 


SECTION 12.01 NO RECOURSE.


 


No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company 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 Company 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.


 


ARTICLE XIII

MISCELLANEOUS PROVISIONS


 


SECTION 13.01 EFFECT ON SUCCESSORS AND ASSIGNS.


 


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


 


SECTION 13.02 ACTIONS BY SUCCESSOR.


 


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


 


SECTION 13.03 SURRENDER OF COMPANY POWERS.


 


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


 


SECTION 13.04 NOTICES.


 


Except as otherwise expressly provided herein,
any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities to or on the Company may be given or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company with the Trustee), as follows: 132 E. Putnam
Ave, Floor 2W, Cos Cob, Connecticut 06807.  Any notice, election, request or demand by the Company or any Securityholder
to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at
the Corporate Trust Office of the Trustee.


 






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SECTION 13.05 GOVERNING LAW; WAIVER OF TRIAL BY
JURY.


 


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


 


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


 


SECTION 13.06 TREATMENT OF SECURITIES AS DEBT.


 


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


 


SECTION 13.07 COMPLIANCE CERTIFICATES AND OPINIONS.


 


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


 


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


 


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


 


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


 


(3)            a
statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)            a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.


 


SECTION 13.08 PAYMENTS ON BUSINESS DAYS.


 


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


 


SECTION 13.09 CONFLICT WITH TRUST INDENTURE ACT.


 


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


 


SECTION 13.10 COUNTERPARTS.


 


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


 






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SECTION 13.11 SEPARABILITY.


 


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


 


SECTION 13.12 ASSIGNMENT.


 


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


 


[signature page follows]


 






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


  


	 	CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.
	 	CHICKEN SOUP FOR THE SOUL
	 	ENTERTAINMENT INC.
	 	By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	 
	 	 
	 	_______, 	as Trustee
	 	 
	 	By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	 




 






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