Exhibit 4.3


 


WAH FU EDUCATION GROUP LTD.


 


and


 


, as Trustee                                             


 


FORM OF INDENTURE


 


Dated as of             ,
             


 



     


     


    




 


TABLE OF CONTENTS


 


	 	 	 	PAGE
	ARTICLE 1        DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 
	 	1.1.	DEFINITIONS	1
	 	 	 	 
	 	1.2.	OTHER DEFINITIONS	5
	 	 	 	 
	 	1.3.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	5
	 	 	 	 
	 	1.4.	RULES OF CONSTRUCTION	6
	 	 	 	 
	ARTICLE 2        THE SECURITIES	6
	 	 	 
	 	2.1.	ISSUABLE IN SERIES	6
	 	 	 	 
	 	2.2.	ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES	6
	 	 	 	 
	 	2.3.	EXECUTION AND AUTHENTICATION	8
	 	 	 	 
	 	2.4.	REGISTRAR AND PAYING AGENT	9
	 	 	 	 
	 	2.5.	PAYING AGENT TO HOLD ASSETS IN TRUST	10
	 	 	 	 
	 	2.6.	SECURITYHOLDER LISTS	10
	 	 	 	 
	 	2.7.	TRANSFER AND EXCHANGE	10
	 	 	 	 
	 	2.8.	REPLACEMENT SECURITIES	11
	 	 	 	 
	 	2.9.	OUTSTANDING SECURITIES	11
	 	 	 	 
	 	2.10.	WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION	12
	 	 	 	 
	 	2.11.	TEMPORARY SECURITIES	12
	 	 	 	 
	 	2.12.	CANCELLATION	12
	 	 	 	 
	 	2.13.	PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST	12
	 	 	 	 
	 	2.14.	CUSIP NUMBER	13
	 	 	 	 
	 	2.15.	PROVISIONS FOR GLOBAL SECURITIES	13
	 	 	 	 
	 	2.16.	PERSONS DEEMED OWNERS	14
	 	 	 	 
	ARTICLE 3        REDEMPTION	14
	 	 	 
	 	3.1.	NOTICES TO TRUSTEE	14
	 	 	 	 
	 	3.2.	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	14


 






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	 	3.3.	NOTICE OF REDEMPTION	15
	 	 	 	 
	 	3.4.	EFFECT OF NOTICE OF REDEMPTION	15
	 	 	 	 
	 	3.5.	DEPOSIT OF REDEMPTION PRICE	15
	 	 	 	 
	 	3.6.	SECURITIES REDEEMED IN PART	16
	 	 	 	 
	ARTICLE 4        COVENANTS	16
	 	 	 
	 	4.1.	PAYMENT OF SECURITIES	16
	 	 	 	 
	 	4.2.	SEC REPORTS	16
	 	 	 	 
	 	4.3.	COMPLIANCE CERTIFICATE	17
	 	 	 	 
	 	4.4.	CORPORATE EXISTENCE	17
	 	 	 	 
	ARTICLE 5        SUCCESSOR CORPORATION	17
	 	 	 
	 	5.1. 	LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS	17
	 	 	 	 
	 	5.2. 	SUCCESSOR PERSON SUBSTITUTED	18
	 	 	 	 
	ARTICLE 6        DEFAULTS AND REMEDIES	18
	 	 	 
	 	6.1.	EVENTS OF DEFAULT	18
	 	 	 	 
	 	6.2.	ACCELERATION	19
	 	 	 	 
	 	6.3.	REMEDIES	19
	 	 	 	 
	 	6.4.	WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT	20
	 	 	 	 
	 	6.5.	CONTROL BY MAJORITY	20
	 	 	 	 
	 	6.6.	LIMITATION ON SUITS	20
	 	 	 	 
	 	6.7.	RIGHTS OF HOLDERS TO RECEIVE PAYMENT	21
	 	 	 	 
	 	6.8.	COLLECTION SUIT BY TRUSTEE	21
	 	 	 	 
	 	6.9.	TRUSTEE MAY FILE PROOFS OF CLAIM	21
	 	 	 	 
	 	6.10.	PRIORITIES	21
	 	 	 	 
	 	6.11.	UNDERTAKING FOR COSTS	22
	 	 	 	 
	ARTICLE 7        TRUSTEE	22
	 	 	 
	 	7.1	DUTIES OF TRUSTEE	22
	 	 	 	 
	 	7.2.	RIGHTS OF TRUSTEE	23
	 	 	 	 
	 	7.3.	INDIVIDUAL RIGHTS OF TRUSTEE	24


 



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	 	7.4.	TRUSTEE’S DISCLAIMER	24
	 	 	 	 
	 	7.5.	NOTICE OF DEFAULT	24
	 	 	 	 
	 	7.6.	REPORTS BY TRUSTEE TO HOLDERS	24
	 	 	 	 
	 	7.7.	COMPENSATION AND INDEMNITY	24
	 	 	 	 
	 	7.8.	REPLACEMENT OF TRUSTEE	25
	 	 	 	 
	 	7.9.	SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION	26
	 	 	 	 
	 	7.10.	ELIGIBILITY; DISQUALIFICATION	26
	 	 	 	 
	 	7.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	26
	 	 	 	 
	 	7.12.	PAYING AGENTS	26
	 	 	 	 
	ARTICLE 8        AMENDMENTS, SUPPLEMENTS AND WAIVERS	26
	 	 	 
	 	8.1.	WITHOUT CONSENT OF HOLDERS	26
	 	 	 	 
	 	8.2.	WITH CONSENT OF HOLDERS	27
	 	 	 	 
	 	8.3.	COMPLIANCE WITH TRUST INDENTURE ACT	28
	 	 	 	 
	 	8.4.	REVOCATION AND EFFECT OF CONSENTS	28
	 	 	 	 
	 	8.5.	NOTATION ON OR EXCHANGE OF SECURITIES	29
	 	 	 	 
	 	8.6.	TRUSTEE TO SIGN AMENDMENTS, ETC.	29
	 	 	 	 
	ARTICLE 9        DISCHARGE OF INDENTURE; DEFEASANCE	29
	 	 	 
	 	9.1.	DISCHARGE OF INDENTURE	29
	 	 	 	 
	 	9.2.	LEGAL DEFEASANCE	29
	 	 	 	 
	 	9.3.	COVENANT DEFEASANCE	30
	 	 	 	 
	 	9.4.	CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE	30
	 	 	 	 
	 	9.5.	DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	31
	 	 	 	 
	 	9.6.	REINSTATEMENT	32
	 	 	 	 
	 	9.7.	MONEYS HELD BY PAYING AGENT	32
	 	 	 	 
	 	9.8.	MONEYS HELD BY TRUSTEE	32
	 	 	 	 
	ARTICLE 10        MISCELLANEOUS	32
	 	 	 
	 	10.1.	TRUST INDENTURE ACT CONTROLS	32


 






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	 	10.2.	NOTICES	33
	 	 	 	 
	 	10.3.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	34
	 	 	 	 
	 	10.4.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	34
	 	 	 	 
	 	10.5.	STATEMENT REQUIRED IN CERTIFICATE AND OPINION	34
	 	 	 	 
	 	10.6.	RULES BY TRUSTEE AND AGENTS	34
	 	 	 	 
	 	10.7.	BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT	34
	 	 	 	 
	 	10.8.	GOVERNING LAW	35
	 	 	 	 
	 	10.9.	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	35
	 	 	 	 
	 	10.10.	NO RECOURSE AGAINST OTHERS	35
	 	 	 	 
	 	10.11.	SUCCESSORS	35
	 	 	 	 
	 	10.12.	MULTIPLE COUNTERPARTS	35
	 	 	 	 
	 	10.13.	TABLE OF CONTENTS, HEADINGS, ETC.	35
	 	 	 	 
	 	10.14.	SEVERABILITY	35
	 	 	 	 
	 	10.15.	SECURITIES IN A FOREIGN CURRENCY OR IN EUROS	36
	 	 	 	 
	 	10.16.	JUDGMENT CURRENCY	36


 


CROSS-REFERENCE TABLE


 


	TIA SECTION	 	INDENTURE SECTION
	310(a)(1)(2)(5)	 	7.10
	310(a)(3)(4)	 	Inapplicable
	310(b)	 	7.8; 7.10
	310(c)	 	Inapplicable
	311(a)(b)	 	7.11
	312(a)	 	2.6
	312(b)(c)	 	10.3
	313(a)(b)	 	7.6
	313(c)	 	7.6; 10.2
	313(d)	 	7.6
	314(a)	 	4.2; 4.4; 10.2
	314(b)	 	N/A
	314(c)(1)(2)	 	10.4; 10.5
	314(c)(3)	 	Inapplicable
	314(d)	 	Inapplicable
	314(e)	 	10.5
	314(f)	 	Inapplicable


 



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	315(a)	 	7.1, 7.2
	315(b)	 	7.5; 10.2
	315(c)	 	7.1
	315(d)	 	7.1; 7.2
	315(e)	 	6.11
	316(a)(last sentence)	 	2.10
	316(a)(1)(A)	 	6.5
	316(a)(1)(B)	 	6.4
	316(a)(2)	 	8.2
	316(b)	 	6.7
	316(c)	 	8.4
	317(a)(1)	 	6.8
	317(a)(2)	 	6.9
	317(b)	 	2.5; 7.12
	318(a)	 	10.1
	318(b)	 	Inapplicable
	318(c)	 	Inapplicable


 


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


 



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FORM OF INDENTURE


 


INDENTURE, dated as of                     ,
        , by and between Wah Fu Education Group Ltd., a British Virgin Islands company, as Issuer
(the “Company”) and                                         ,
a                                         organized
under the laws of                                         ,
as Trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance from time to time of its secured or unsecured debentures, notes,
bonds or other evidences of indebtedness to be issued in one or more series (the “Securities”), as herein provided, on such
terms and up to such principal amount as may from time to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.


 


All things necessary to make
this Indenture a valid agreement of the Company in accordance with its terms have been done, and the execution and delivery thereof have
been in all respects duly authorized by the parties hereto.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE 1


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


	1.1.	DEFINITIONS.


 


“Affiliate” of
any specified Person means any other Person which, directly or indirectly through one or more intermediaries, controls, or is controlled
by or is under common control with, such specified Person. For the purposes of this definition, “control” (including, with
correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as
used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.


 






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“Agent” means any
Registrar, Paying Agent, co-registrar or agent for service of notices and demands.


 


“Board of Directors”
means the Board of Directors of the Company or any committee duly authorized to act therefor.


 


“Board Resolution”
means a copy of a resolution certified pursuant to an Officers’ Certificate to have been duly adopted by the Board of Directors
of the Company and to be in full force and effect on the date of such certification which has been delivered to the Trustee.


 


“Capital Stock”
means, with respect to any Person, any and all shares or other equivalents (however designated) of capital stock, partnership interests
or any other participation, right or other interest in the nature of an equity interest in such Person or any option, warrant or other
security convertible into any of the foregoing.


 


“Company” means
the party named as such in the first paragraph of this Indenture until a successor replaces such party pursuant to Article 5 of this Indenture,
and thereafter means the successor and any other primary obligor on the Securities.


 


“Company Order”
means a written order signed in the name of the Company by two Officers, one of whom must be its Chief Executive Officer or its Chief
Financial Officer.


 


“Company Request”
means any written request signed in the name of the Company by its Chief Executive Officer, its President, any Vice President, its Chief
Financial Officer or its Treasurer and attested to by its Secretary or any Assistant Secretary.


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered.


 


“Default” means
any event that is, or that with the passing of time or giving of notice or both would be, an Event of Default.


 


“Depository” means,
with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange
Act, until a successor Depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depository”
shall mean each Person who is then a Depository hereunder, and if at any time there is more than one such Person, such Persons.


 


“Dollars” means
the currency of the United States of America.


 


“Euro” means the
single currency of participating member states of the economic and monetary union as contemplated in the Treaty on European Union.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Foreign Currency”
means any currency or currency unit issued by a government other than the government of the United States of America.


 



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“Foreign Government Obligations”
means, with respect to Securities that are denominated in a Foreign Currency, (i) direct obligations of the government that issued
or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by, or acting as an agency or instrumentality of, such government, the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i) and
(ii), are not callable or redeemable at the option of the issuer thereof.


 


“GAAP” means generally
accepted accounting principles consistently applied as in effect in the United States of America from time to time.


 


“Global Security”
or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2,
evidencing all or part of a Series of Securities issued to the Depository for such Series or its nominee, and registered in the name of
such Depository or nominee, and bearing the legend set forth in Section 2.15(c) (or such other legend(s) as may be applied to such
Securities in accordance with Section 2.2(24)).


 


“Holder” or “Securityholder”
means the Person in whose name a Security is registered on the Registrar’s books.


 


“Indebtedness”
means (without duplication), with respect to any Person, any indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only
to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments, or representing the balance deferred and unpaid
of the purchase price of any property (excluding any balances that constitute accounts payable or trade payables, and other accrued liabilities
arising in the ordinary course of business), if and to the extent any of the foregoing indebtedness would appear as a liability upon a
balance sheet of such Person prepared in accordance with GAAP.


 


“Indenture” means
this Indenture as amended, restated or supplemented from time to time.


 


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


 


“Lien” means, with
respect to any property or assets of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien, charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever on or with respect to such property or assets (including, without limitation, any capitalized lease obligation,
conditional sales or other title retention agreement having substantially the same economic effect as any of the foregoing).


 


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


 


“Officer” means
the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer or the Secretary of the Company,
or any other officer designated by the Board of Directors, as the case may be.


 


“Officers’ Certificate”
means, with respect to any Person, a certificate signed by the Chairman, Chief Executive Officer, President or any Senior or Executive
Vice President and the Chief Financial Officer or any Treasurer of such Person, that shall comply with applicable provisions of this Indenture.


 


“Opinion of Counsel”
means a written opinion from legal counsel, which counsel is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company.


 



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


 


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


 


“Responsible Officer,”
when used with respect to the Trustee, means any officer within the corporate trust department or division of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above
designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


 


“SEC” means the
United States Securities and Exchange Commission as constituted from time to time, or any successor performing substantially the same
functions.


 


“Securities” means
the securities that are issued under this Indenture, as amended or supplemented from time to time pursuant to this Indenture.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Series” or “Series
of Securities” means each series of debentures, notes, bonds or other debt instruments of the Company created pursuant to Sections
2.1 and 2.2.


 


“Significant Subsidiary”
means (i) any direct or indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof, or (ii) any
group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the
date hereof.


 


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


 


 “Subsidiary”
of any specified Person means any corporation, limited liability company, partnership, joint venture, association or other business entity,
whether now existing or hereafter organized or acquired, (i) in the case of a corporation, of which more than 50% of the total voting
power of the Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof
is held, directly or indirectly, by such Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint venture,
association or other business entity, with respect to which such Person or any of its Subsidiaries has the power to direct or cause the
direction of the management and policies of such entity by contract or otherwise, or if in accordance with GAAP such entity is consolidated
with such Person for financial statement purposes.


 


“TIA” means the
Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.3).


 



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“Trustee” means
the party named as such in this Indenture until a successor replaces it pursuant to this Indenture, and thereafter means the successor,
and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any Series shall
mean the Trustee with respect to Securities of that Series.


 


“U.S. Government Obligations”
means direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which
obligation or guarantee the full faith and credit of the United States of America is pledged.


 


	1.2.	OTHER DEFINITIONS.


 


The definitions of the following
terms may be found in the sections indicated as follows:


 


	TERM	 	DEFINED IN SECTION
	 	 
	“Bankruptcy Law”	 	6.1
	 	 
	“Business Day”	 	10.7
	 	 
	“Covenant Defeasance”	 	9.3
	 	 
	“Custodian”	 	6.1
	 	 
	“Event of Default”	 	6.1
	 	 
	“Journal”	 	10.15
	 	 
	“Judgment Currency”	 	10.16
	 	 
	“Legal Defeasance”	 	9.2
	 	 
	“Legal Holiday”	 	10.7
	 	 
	“Market Exchange Rate”	 	10.15
	 	 
	“Paying Agent”	 	2.4
	 	 
	“Place of Payment”	 	10.7
	 	 
	“Registrar”	 	2.4
	 	 
	“Required Currency”	 	10.16
	 	 
	“Service Agent”	 	2.4


  


	1.3.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.


 


Whenever this Indenture refers
to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified
under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:


 


“Commission” means
the SEC.


 



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“indenture securities”
means the Securities.


 


“indenture securityholder”
means a Holder or Securityholder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Trustee.


 


“obligor on the indenture
securities” means the Company.


 


All other terms used in this
Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings therein
assigned to them.


 


	1.4.	RULES OF CONSTRUCTION.


 


Unless the context otherwise
requires:


 


(1) a term has the meaning
assigned to it herein, whether defined expressly or by reference;


 


(2) an accounting term not
otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3) “or” is not
exclusive;


 


(4) words in the singular include
the plural, and in the plural include the singular;


 


(5) words used herein implying
any gender shall apply to each gender; and


 


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


 


ARTICLE 2


 


THE SECURITIES


 


	2.1.	ISSUABLE IN SERIES.


 


The aggregate principal amount
of Securities that may be authenticated and delivered under this Indenture is $[                    ].
The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board
Resolution, a supplemental indenture or an Officers’ Certificate detailing the adoption of the terms thereof pursuant to the authority
granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’
Certificate or supplemental indenture may provide for the method by which specified terms (such as interest rate, Stated Maturity, record
date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, PROVIDED,
that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.


 


	2.2.	ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.


 


At or prior to the issuance
of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2(1) and
either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2(2) through 2.2(24)) by a Board
Resolution, a supplemental indenture or an Officers’ Certificate, in each case, pursuant to authority granted under a Board Resolution:


 


(1) the title of the Series
(which shall distinguish the Securities of that particular Series from the Securities of any other Series);


 



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(2) any limit upon the aggregate
principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant
to Section 2.7, 2.8, 2.11, 3.6 or 8.5);


 


(3) the price or prices (expressed
as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;


 


(4) the date or dates on which
the principal of the Securities of the Series is payable;


 


(5) the rate or rates (which
may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to,
any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if
any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence
and be payable and any regular record date for the interest payable on any Interest Payment Date;


 


(6) the place or places where
the principal of, and interest and premium, if any, on, the Securities of the Series shall be payable, or the method of such payment,
if by wire transfer, mail or other means;


 


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


 


(9) the dates, if any, on which
and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof,
and other detailed terms and provisions of such repurchase obligations;


 


(10) if other than denominations
of $[          ] and any integral multiple thereof, the denominations in which the Securities
of the Series shall be issuable;


 


(11) the forms of the Securities
of the Series in bearer (if to be issued outside of the United States of America) or fully registered form (and, if in fully registered
form, whether the Securities will be issuable as Global Securities);


 


(12) if other than the principal
amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 6.2;


 



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(13) the currency of
denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the Euro, and,
if such currency of denomination is a composite currency other than the Euro, the agency or organization, if any, responsible for overseeing
such composite currency;


 


(14) the designation of the
currency, currencies or currency units in which payment of the principal of, and interest and premium, if any, on, the Securities of the
Series will be made;


 


(15) if payments of principal
of, or interest or premium, if any, on, the Securities of the Series are to be made in one or more currencies or currency units other
than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will
be determined;


 


(16) the manner in which the
amounts of payment of principal of, or interest and premium, if any, on, the Securities of the Series will be determined, if such amounts
may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange
index or financial index;


 


(17) the provisions, if any,
relating to any collateral provided for the Securities of the Series;


 


(18) any addition to or change
in the covenants set forth in Articles 4 or 5 that applies to Securities of the Series;


 


(19) any addition to or change
in the Events of Default which applies to any Securities of the Series, and any change in the right of the Trustee or the requisite Holders
of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2;


 


(20) the terms and conditions,
if any, for conversion of the Securities into or exchange of the Securities for shares of common stock or preferred stock of the Company
that apply to Securities of the Series;


 


(21) any depositories, interest
rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those
appointed herein;


 


(22) the terms and conditions,
if any, upon which the Securities shall be subordinated in right of payment to other Indebtedness of the Company;


 


(23) if applicable, that the
Securities of the Series, in whole or any specified part, shall be defeasible pursuant to Article 9; and


 


(24) any other terms
of the Securities of the Series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 8.1,
but which may modify or delete any provision of this Indenture insofar as it applies to such Series).


 


All Securities of any one Series
need not be issued at the same time, and may be issued from time to time, consistent with the terms of this Indenture, if so provided
by or pursuant to the Board Resolution, supplemental indenture or Officers’ Certificate referred to above, however, the authorized
principal amount of any Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise
provided in such Board Resolution, supplemental indenture or Officers’ Certificate.


 


	2.3.	EXECUTION AND AUTHENTICATION.


 


The Securities shall be executed
on behalf of the Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Each such signature may
be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Securities and may be
in facsimile form.


 



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If an Officer whose signature
is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.


 


A Security shall not be valid
until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that
the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities
for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate,
upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing.
Each Security shall be dated the date of its authentication.


 


The aggregate principal amount
of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth
in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as
provided in Section 2.8.


 


Prior to the issuance of Securities
of any Series, the Trustee shall have received and (subject to Section 7.1) shall be fully protected in relying on: (a) the
Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series
or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’
Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.


 


The Trustee shall have the
right to decline to authenticate and deliver any Securities of any Series: (a) if the Trustee, being advised in writing by outside
counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or
trustees, executive committee or a trust committee of directors and/or vice-presidents shall reasonably determine that such action would
expose the Trustee to personal liability, or cause it to have a conflict of interest with respect to Holders of any then outstanding Series
of Securities.


 


The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever
the Trustee may do so. Any appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which
shall be furnished to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 


	2.4.	REGISTRAR AND PAYING AGENT.


 


The Company shall maintain
in each Place of Payment for any Series of Securities (i) an office or agency where such Securities may be presented for registration
of transfer or for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment
(“Paying Agent”), and PROVIDED, 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 register for the Securities maintained by the Registrar), and (iii) an
office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served (“Service
Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office, or to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address
of the Trustee as set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the
payment of principal of, and interest and premium, if any, on, the Securities and hold it as a separate trust fund. The Company may change
any Paying Agent, Registrar, co-registrar or any other Agent without notice to any Securityholder.


 



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The Company may also
from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all
such purposes, and may from time to time rescind such designations; PROVIDED, HOWEVER, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any Series
for such purposes. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The
Company shall give prompt written notice to the Trustee of such designation or rescission, and of any change in the location of any such
other office or agency.


 


The Company shall enter into
an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company
fails to maintain a Registrar or Paying Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the
Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series
unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series
are first issued.                               .


 


	2.5.	PAYING AGENT TO HOLD ASSETS IN TRUST.


 


The Trustee as Paying Agent
shall, and the Company shall require each Paying Agent other than the Trustee to agree in writing that each Paying Agent shall, hold
in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment
of principal of, or interest or premium, if any, on, such Series of Securities (whether such assets have been distributed to it by the
Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing
of any Default by the Company (or any other obligor on such Series of Securities) in making any such payment. The Company at any time
may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed, and the Trustee may,
at any time during the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution
to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further
liability for such assets.  


 


	2.6.	SECURITYHOLDER LISTS.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of
each Series of Securities. If the Trustee is not the Registrar, the Company shall furnish to the Trustee as of each regular record date
for the payment of interest on the Securities of a Series and before each related Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses
of Securityholders of each Series of Securities.


 


	2.7.	TRANSFER AND EXCHANGE.


 


When Securities of a Series
are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested
if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange
them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange
as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained
pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request.


 


If Securities are issued as
Global Securities, the provisions of Section 2.15 shall apply.


 



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


 


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


 


Any exchange or transfer shall
be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11,
3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series,
for a period of [  ] days before the record date for selection for redemption of such Securities. The Trustee shall not be required
to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed
portion of such Security being redeemed in part.


 


	2.8.	REPLACEMENT SECURITIES.


 


If a mutilated Security is
surrendered to the Trustee, or if the Holder of a Security presents evidence to the satisfaction of the Company and the Trustee that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security
of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. An indemnity bond may
be required by the Company or the Trustee that is sufficient in the reasonable judgment of the Company or the Trustee, as the case may
be, to protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced. The Company
may charge such Holder for the Company’s out-of-pocket expenses in replacing a Security, including the fees and expenses of the
Trustee. Every replacement Security shall constitute an original additional obligation of the Company, whether or not the destroyed, lost
or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that Series duly issued hereunder.


 


	2.9.	OUTSTANDING SECURITIES.


 


Securities outstanding at any
time are all Securities authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation and those
described in this Section 2.9 as not outstanding.


 


If a Security is replaced pursuant
to Section 2.8 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the
Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases
to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8.


 


If a Paying Agent holds on
a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities
payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED,
that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases
to accrue.


 


A Security does not cease to
be outstanding solely because the Company or an Affiliate holds the Security.


 



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	2.10.	WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION.


 


 In determining whether
the Holders of the required aggregate principal amount of the Securities of any Series have concurred in any direction, waiver or consent,
the Securities of any Series owned by the Company or any other obligor on such Securities, or by any Affiliate of any of them, shall be
disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities of such Series which the Trustee actually knows are so owned shall be so disregarded. Securities of such Series
so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to the Securities of such Series and that the pledgee is not the Company or any other
obligor on the Securities of such Series, or an Affiliate of any of them.


 


	2.11.	TEMPORARY SECURITIES.


 


Until definitive Securities
are ready for delivery, the Company may prepare and execute, and the Trustee shall authenticate, temporary Securities. Temporary Securities
shall be substantially in the form, and shall carry all rights, of definitive Securities, but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and execute, and the Trustee shall authenticate,
definitive Securities in exchange for temporary Securities without charge to the Holder.


 


	2.12.	CANCELLATION.


 


All Securities surrendered
for payment, redemption or registration of transfer or exchange, or for credit against any sinking fund payment, shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever,
and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered
to them for transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent, and no
one else, shall cancel, and at the written request of the Company shall dispose of, all Securities surrendered for transfer, exchange,
payment or cancellation. If the Company shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction
of the Indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation pursuant
to this Section 2.12. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in
this Section 2.12, except as expressly permitted by this Indenture.


 


	2.13.	PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST.


 


Except as otherwise provided
as contemplated by Section 2.2 with respect to any Series of Securities, interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close
of business on the regular record date for such interest, as provided in the Board Resolution, supplemental indenture hereto or Officers’
Certificate establishing the terms of such Series.


 


If the Company defaults in
a payment of interest on the Securities, it shall pay the defaulted amounts, plus any interest payable on defaulted amounts pursuant to
Section 4.1, to the Persons who are Securityholders on a subsequent special record date, which date shall be the [  ] day
next preceding the date fixed by the Company for the payment of defaulted interest, or the next succeeding Business Day if such date is
not a Business Day. At least [ ] days before the special record date, the Company shall mail or cause to be mailed to each Securityholder,
with a copy to the Trustee, a notice that states the special record date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.


 



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Except as otherwise specified
as contemplated by Section 2.2 for Securities of any Series, interest on the Securities of each Series shall be computed on the basis
of a 360-day year of twelve 30-day months.


  


	2.14.	CUSIP NUMBER.


 


The Company in issuing the
Securities may use one or more “CUSIP” numbers, and, if the Company does so, the Trustee shall use the CUSIP number(s) in
notices of redemption or exchange as a convenience to Holders, PROVIDED, that any such notice may state that no representation is made
as to the correctness or accuracy of the CUSIP number(s) printed in the notice or on the Securities, and that reliance may be placed only
on the other identification numbers printed on the Securities, and that any such redemption or exchange shall not be affected by any defect
in or omission of any such numbers.


 


	2.15.	PROVISIONS FOR GLOBAL SECURITIES.


 


(a) A Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part
in the form of one or more Global Securities, and the Depository for such Global Securities or Securities.


 


(b) Notwithstanding any provisions
to the contrary contained in Section 2.7 and in addition thereto, if, and only if the Depository (i) at any time is unwilling
or unable to continue as Depository for such Global Security or ceases to be a clearing agency registered under the Exchange Act and (ii) a
successor Depository is not appointed by the Company within [  ] days after the date the Company is so informed in writing or
becomes aware of the same, the Company promptly will execute and deliver to the Trustee definitive Securities, and the Trustee, upon receipt
of a Company Request for the authentication and delivery of such definitive Securities (which the Company will promptly execute and deliver
to the Trustee) and an Officers’ Certificate to the effect that such Global Security shall be so exchangeable, will authenticate
and deliver definitive Securities, without charge, registered in such names and in such authorized denominations as the Depository shall
direct in writing (pursuant to instructions from its direct and indirect participants or otherwise) in an aggregate principal amount equal
to the principal amount of the Global Security with like tenor and terms. Upon the exchange of a Global Security for definitive Securities,
such Global Security shall be canceled by the Trustee. Unless and until it is exchanged in whole or in part for definitive Securities,
as provided in this Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository with respect to
such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository
or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.


 


(c) Any Global Security issued
hereunder shall bear a legend in substantially the following form:


 


“This Security is a Global Security within
the meaning of the Indenture hereinafter referred to, and is registered in the name of the Depository or a nominee of the Depository.
This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository,
by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such a successor Depository.”


 


(d) The Depository, as a Holder,
may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under the Indenture.


 


(e) Notwithstanding the other
provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of, and interest
and premium, if any, on, any Global Security shall be made to the Depository or its nominee in its capacity as the Holder thereof.


 


(f) Except as provided in Section 2.15(e)
above, the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal amount of outstanding Securities of
any Series represented by a Global Security as shall be specified in a written statement of the Depository (which may be in the form of
a participants’ list for such Series) with respect to such Global Security, for purposes of obtaining any consents, declarations,
waivers or directions required to be given by the Holders pursuant to this Indenture, PROVIDED, that until the Trustee is so provided
with a written statement, it may treat the Depository or any other Person in whose name a Global Security is registered as the owner of
such Global Security for the purpose of receiving payment of the principal of, and any premium and (subject to Section 2.13) any
interest on, such Global Security and for all other purposes whatsoever, and none of the Company, the Trustee or any agent of the Company
or the Trustee shall be affected by notice to the contrary.


 



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	2.16.	PERSONS DEEMED OWNERS.


 


Prior to due presentment of
a Security for registration of transfer, the Company, the Trustee, the Registrar and any agent of the Company, the Registrar or the Trustee
may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of the
principal of, and any premium and (subject to Section 2.13) any interest on, such Security and for all other purposes whatsoever,
and none of the Company, the Trustee, the Registrar or any agent of the Company, the Trustee or the Registrar shall be affected by notice
to the contrary.


 


ARTICLE 3


 


REDEMPTION


 


	3.1.	NOTICES TO TRUSTEE.


 


The Company may, with respect
to any Series of Securities, reserve the right to redeem and pay the Series of Securities, or may covenant to redeem and pay the Series
of Securities or any part thereof, prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities
or the related Board Resolution, supplemental indenture or Officers’ Certificate. If a Series of Securities is redeemable and the
Company elects to redeem all or part of such Series of Securities, it shall notify the Trustee of the Redemption Date and the principal
amount of Securities to be redeemed at least 45 days (unless a shorter notice shall be satisfactory to the Trustee) before the Redemption
Date. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder, and shall thereby be
void and of no effect.


 


	3.2.	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.


 


Unless otherwise indicated
for a particular Series of Securities by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if fewer than
all of the Securities of a Series are to be redeemed, the Trustee shall select the Securities of a Series to be redeemed pro rata, by
lot or by any other method that the Trustee considers fair and appropriate (unless the Company specifically directs the Trustee otherwise)
and, if such Securities are listed on any securities exchange, by a method that complies with the requirements of such exchange.


 


The Trustee shall make the
selection from Securities of a Series outstanding and not previously called for redemption, and shall promptly notify the Company in writing
of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof
to be redeemed at least [  ] but not more than [  ] days before the Redemption Date. Securities of a Series in denominations
of $[    ] may be redeemed only in whole. The Trustee may select for redemption portions of the principal of Securities
of a Series that have denominations larger than $[   ]. Securities of a Series and portions of them it selects shall be
in amounts of $[   ] or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2(10),
the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for redemption.


 



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	3.3.	NOTICE OF REDEMPTION.


 


Unless otherwise indicated
for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least [  ]
days, and no more than [  ] days, before a Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption
by first-class mail to each Holder of Securities to be redeemed at his or her last address as the same appears on the registry books
maintained by the Registrar. The notice shall identify the Securities to be redeemed and shall state:


 


(1) the Redemption Date;


 


(2) the redemption price, and
that such redemption price shall become due and payable on the Redemption Date;


 


(3) if any Security of a Series
is being redeemed in part, the portion of the principal amount of such Security of a Series to be redeemed and that, after the Redemption
Date and upon surrender of such Security of a Series, a new Security or Securities in principal amount equal to the unredeemed portion
will be issued;


 


(4) the name and address of
the Paying Agent;


 


(5) that Securities of a Series
called for redemption must be surrendered to the Paying Agent to collect the redemption price, and the place or places where each such
Security is to be surrendered for such payment;


 


(6) that, unless the Company
defaults in making the redemption payment, interest on the Securities of a Series called for redemption ceases to accrue on the Redemption
Date, and the only remaining right of the Holders of such Securities is to receive payment of the redemption price upon surrender to the
Paying Agent of the Securities redeemed;


 


(7) if fewer than all of the
Securities of a Series are to be redeemed, the identification of the particular Securities of a Series (or portion thereof) to be redeemed,
as well as the aggregate principal amount of Securities of a Series to be redeemed and the aggregate principal amount of Securities of
a Series to be outstanding after such partial redemption.


 


(8) the CUSIP number, if any,
printed on the Securities being redeemed; and


 


(9) that no representation
is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.


 


At the Company’s request,
the Trustee shall give the notice of redemption in the Company’s name and at the Company’s sole expense.


 


	3.4.	EFFECT OF NOTICE OF REDEMPTION.


 


Once the notice of redemption
described in Section 3.3 is mailed, Securities of a Series called for redemption become due and payable on the Redemption Date and
at the redemption price, plus interest, if any, accrued to the Redemption Date. Upon surrender to the Trustee or Paying Agent, such Securities
of a Series shall be paid at the redemption price, plus accrued interest, if any, to the Redemption Date; PROVIDED, that if the Redemption
Date is after a regular interest payment record date and on or prior to the next Interest Payment Date, the accrued interest shall be
payable to the Holder of the redeemed Securities registered on the relevant record date, as specified by the Company in the notice to
the Trustee pursuant to Section 3.1.


 


	3.5.	DEPOSIT OF REDEMPTION PRICE.


 


On or prior to the Redemption
Date (but no later than 11:00 A.M. Eastern Time on such date), the Company shall deposit with the Paying Agent money sufficient to pay
the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date other than Securities or portions
thereof called for redemption on that date which have been delivered by the Company to the Trustee for cancellation.


 



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On and after any Redemption
Date, if money sufficient to pay the redemption price of, and accrued interest on, Securities called for redemption shall have been made
available in accordance with the preceding paragraph and the Company and the Paying Agent are not prohibited from paying such moneys to
Holders, the Securities called for redemption will cease to accrue interest and the only right of the Holders of such Securities will
be to receive payment of the redemption price of and, subject to the proviso in Section 3.4, accrued and unpaid interest on such
Securities to the Redemption Date. If any Security called for redemption shall not be so paid, interest will be paid, from the Redemption
Date until such redemption payment is made, on the unpaid principal of the Security and any interest or premium, if any, not paid on such
unpaid principal, in each case, at the rate and in the manner provided in the Securities.


 


	3.6.	SECURITIES REDEEMED IN PART.


 


Upon surrender of a Security
of a Series that is redeemed in part, the Company shall execute, and the Trustee shall authenticate, for a Holder a new Security of the
same Series equal in principal amount to the unredeemed portion of the Security surrendered.


 


ARTICLE 4


 


COVENANTS


 


	4.1.	PAYMENT OF SECURITIES.


 


The Company shall pay the principal
of, and interest and premium, if any, on, each Series of Securities on the dates and in the manner provided in such Securities and this
Indenture.


 


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


 


The Company shall pay interest
on overdue principal, and overdue interest, to the extent lawful, at the rate specified in the Series of Securities.


 


	4.2.	SEC REPORTS.


 


The Company will deliver to
the Trustee within [  ] days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the
information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d)
of the Exchange Act; PROVIDED, HOWEVER, that each such report or document will be deemed to be so delivered to the Trustee if the Company
files such report or document with the SEC through the SEC’s EDGAR database no later than the time such report or document is required
to be filed with the SEC pursuant to the Exchange Act. Notwithstanding that the Company may not be subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC, to the extent permitted, and provide the Trustee
with, such quarterly and annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange
Act. The Company will also comply with the other provisions of TIA Section 314(a).


 



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	4.3.	COMPLIANCE CERTIFICATE.


 


(a) The Company shall deliver
to the Trustee, within [   ] days after the end of each fiscal year of the Company, an Officers’ Certificate which
complies with TIA Section 314(a)(4) stating that a review of the activities of the Company and its Subsidiaries during such fiscal
year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed
and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture
and that there is no default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default
or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal of, or interest or premium, if any, on, the Securities
is prohibited, or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with
respect thereto.


        


 (b) (i) If any Default
or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to
a claimed Default under this Indenture or the Securities, within five Business Days after the Company becoming aware of such occurrence
the Company shall deliver to the Trustee an Officers’ Certificate specifying such event, notice or other action and what action
the Company is taking or proposes to take with respect thereto. 


 


	4.4.	CORPORATE EXISTENCE.


 


Subject to Article 5, the Company
shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, in accordance
with the organizational documents (as the same may be amended from time to time) of the Company and the rights (charter and statutory),
licenses and franchises of the Company; PROVIDED, HOWEVER, that the Company shall not be required to preserve any such right, license
or franchise, or its corporate existence, if the Board of Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof is not adverse in any material respect to the Holders.


 


ARTICLE 5


 


SUCCESSOR CORPORATION


 


	5.1.	LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.


 


(a) The Company will not, in
any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose
of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series
of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if
the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation,
or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company
are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized
and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable
legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered
to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation,
the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants)
under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately
before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation,
any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions),
no Default or Event of Default shall have occurred and be continuing.


 



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(b) In connection with any
consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or cause to be delivered,
to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer, and the supplemental indenture in respect thereto, comply with this Section 5.1,
and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with.


 


	5.2.	SUCCESSOR PERSON SUBSTITUTED.


 


Upon any consolidation, merger
or transfer of all or substantially all of the assets of the Company in accordance with Section 5.1 above, the successor corporation
formed by such consolidation, or into which the Company is merged or to which such transfer is made, shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation
had been named as the Company herein, and thereafter (except with respect to any such transfer which is a lease) the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


ARTICLE 6


 


DEFAULTS AND REMEDIES


 


	6.1.	EVENTS OF DEFAULT.


 


“Events of Default,”
wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said
Event of Default:


 


(1) there is a default in the
payment of any principal of, or premium, if any, on, the Securities when the same becomes due and payable at Maturity, upon acceleration,
redemption or otherwise;


 


(2) there is a default in the
payment of any interest on any Security of a Series when the same becomes due and payable, and the Default continues for a period of [  ]
days;


 


(3) the Company defaults in
the observance or performance of any other covenant in the Securities of a Series or in this Indenture for [  ] days after written
notice from the Trustee or the Holders of not less than [   ]% in the aggregate principal amount of the Securities of such
Series then outstanding, which notice must specify the Default, demand that it be remedied and state that the notice is a “Notice
of Default”;


 


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


 


(A) commences a voluntary case,


 


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


 


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


 


(D) makes a general assignment
for the benefit of its creditors, or


 



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(E) generally is not paying
its debts as they become due;


 


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


 


(A) is for relief against the
Company or any Significant Subsidiary in an involuntary case;


 


(B) appoints a Custodian of
the Company or any Significant Subsidiary, or for all or substantially all of the property of the Company or any Significant Subsidiary;
or


 


(C) orders the liquidation
of the Company or any Significant Subsidiary, and the order or decree remains unstayed and in effect for [  ] consecutive days;
or


 


(6) any other Event of Default
provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, in accordance with Section 2.2(19).


 


The term “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


The Trustee may withhold notice
of any Default (except in the payment of the principal of, or interest or premium, if any, on, the Securities) to the Holders of the Securities
of any Series in accordance with Section 7.5. When a Default is cured, it ceases to exist.


 


	6.2.	ACCELERATION.


 


If an Event of Default with
respect to Securities of any Series at the time outstanding (other than an Event of Default arising under Section 6.1(4) or (5)) occurs
and is continuing, the Trustee by written notice to the Company, or the Holders of not less than [  ]% in aggregate principal
amount of the Securities of that Series then outstanding by written notice to the Company and the Trustee, may declare that the entire
principal amount of all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are
immediately due and payable, in which case such amounts shall become immediately due and payable; PROVIDED, HOWEVER, that after such acceleration
but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal
amount of the outstanding Securities of that Series may rescind and annul such acceleration and its consequences if (i) all existing
Events of Default, other than the nonpayment of accelerated principal, interest or premium, if any, that has become due solely because
of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments
of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the
rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any right
consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) with respect to the Company occurs, such
principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be due and payable immediately
without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series.


 


	6.3.	REMEDIES.


 


If an Event of Default with
respect to Securities of any Series at the time outstanding occurs and is continuing, the Trustee may pursue any available remedy by proceeding
at law or in equity to collect the payment of the principal of, or interest and premium, if any, on, the Securities of that Series, or
to enforce the performance of any provision of the Securities of that Series or this Indenture.


 



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The Trustee may maintain a
proceeding even if it does not possess any of the Securities of that Series or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair
the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All
available remedies are cumulative to the extent permitted by law.


 


	6.4.	WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.


 


Subject to Sections 6.2, 6.7
and 8.2, the Holders of a majority in principal amount of the Securities of any Series then outstanding have the right to waive any existing
Default or Event of Default with respect to such Series or compliance with any provision of this Indenture (with respect to such Series)
or the Securities of such Series. Upon any such waiver, such Default with respect to such Series shall cease to exist, and any Event of
Default with respect to such Series arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. This Section 6.4
shall be in lieu of TIA Section 316(a)(1)(B), and TIA Section 316(a)(1)(B) is hereby expressly excluded from this Indenture
and Section as permitted by the TIA.


 


	6.5.	CONTROL BY MAJORITY.


 


Subject to Sections 6.2, 6.7
and 8.2, the Holders of a majority in principal amount of the Securities of any Series then outstanding may 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 by
this Indenture with respect to such Series. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture,
or that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that may involve the Trustee in personal
liability; PROVIDED, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
This Section 6.5 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby expressly excluded
from this Indenture and Section as permitted by the TIA.


 


	6.6.	LIMITATION ON SUITS.


 


Subject to Section 6.7,
a Securityholder may not institute any proceeding or pursue any remedy with respect to this Indenture or the Securities of a Series unless:


 


(1) the Holder gives to the
Trustee written notice of a continuing Event of Default with respect to the Securities of that Series;


 


(2) the Holders of at least
[   ]% in aggregate principal amount of the Securities of such Series then outstanding make a written request to the Trustee
to pursue the remedy;


 


(3) such Holder or Holders
offer to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance
with such request;


 


(4) the Trustee does not comply
with the request within [  ] days after receipt of the request and the offer of indemnity; and


 


(5) no direction inconsistent
with such written request has been given to the Trustee during such [  ]-day period by the Holders of a majority in aggregate
principal amount of the Securities of such Series then outstanding.


 


A Securityholder may not use
this Indenture to prejudice the rights of another Securityholder, or to obtain a preference or priority over another Securityholder.


 



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	6.7.	RIGHTS OF HOLDERS TO RECEIVE PAYMENT.


 


Notwithstanding any other provision
of this Indenture, the right of any Holder of a Security of a Series to receive payment of the principal of, and interest and premium,
if any, on, the Security of such Series on or after the respective due dates expressed in the Security of such Series, or to bring suit
for the enforcement of any such payment on or after such respective dates, is absolute and unconditional, and shall not be impaired or
affected without the consent of the Holder.


 


	6.8.	COLLECTION SUIT BY TRUSTEE.


 


If an Event of Default in payment
of principal, interest or premium, if any, specified in Section 6.1(1) or (2) with respect to Securities of any Series at the
time outstanding occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against
the Company (or any other obligor on the Securities of that Series) for the whole amount of unpaid principal and premium, if any, and
accrued interest remaining unpaid, together with interest on overdue principal and premium, if any, and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each case at the rate then borne by the Securities of that Series,
and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, as set forth in Section 7.7.


 


	6.9.	TRUSTEE MAY FILE PROOFS OF CLAIM.


 


The Trustee may file such proofs
of claim and other papers or documents, and take other actions (including sitting on a committee of creditors), as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor on the Securities), any of their respective creditors or any of their respective property, and the Trustee shall be
entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute
the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in
any such proceedings, and any custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.7.


 


Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to, or accept or adopt on behalf of any Securityholder, any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of a 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 proceedings.


 


	6.10.	PRIORITIES.


 


If the Trustee collects any
money pursuant to this Article 6, it shall pay out the money in the following order:


 


FIRST: to the Trustee for amounts due under Section 7.7;


 


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


 



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THIRD: to the Company.


 


The Trustee may fix a record
date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least [  ] days before such
record date, the Trustee shall mail to each Securityholder a notice that states the record date, the payment date and amount to be paid.


 


	6.11.	UNDERTAKING FOR COSTS.


 


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, a court
in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court
in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to
a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than [  ]% in principal
amount of the Securities of a Series then outstanding.


 


ARTICLE 7


 


TRUSTEE


 


	7.1.	DUTIES OF TRUSTEE.


 


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


 


(b) Except during the continuance
of an Event of Default:


 


(1) The Trustee need perform
only those duties that are specifically set forth in this Indenture, and no covenants or obligations shall be implied in this Indenture
against the Trustee.


 


(2) In the absence of bad faith
on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but, in the case of any such
certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.


 


(c) The Trustee may not be
relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:


 


(1) This paragraph does not
limit the effect of paragraph (b) of this Section 7.1.


 


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


 


(3) The Trustee shall not be
liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections
6.2 and 6.5.


 


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


 



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(e) Whether or not therein
expressly so provided, paragraphs (a), (b), (c) and (d) of this Section 7.1 shall govern every provision of this Indenture
that in any way relates to the Trustee.


 


(f) The Trustee and Paying
Agent shall not be liable for interest on any money received by either of them, except as the Trustee and Paying Agent may agree in writing
with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law.


 


(g) The Paying Agent, the Registrar
and any authenticating agent shall be entitled to the protections, immunities and standard of care set forth in paragraphs (a), (b), (c),
(d) and (f) of this Section 7.1 and in Section 7.2 with respect to the Trustee.


 


	7.2.	RIGHTS OF TRUSTEE.


 


(a) Subject to Section 7.1:


 


(1) The Trustee may rely on,
and shall be protected in acting or refraining from acting upon, any document reasonably believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.


 


(2) Before the Trustee acts
or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform to the provisions
of Section 10.5. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in
reliance on such certificate or opinion.


 


(3) The Trustee may act through
agents and attorneys, and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care.


 


(4) The Trustee shall not be
liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers.


 


(5) The Trustee may consult
with counsel reasonably acceptable to the Trustee, which may be counsel to the Company, and the advice or opinion of such counsel as to
matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


 (6) 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 Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security
or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.


 


(7) The Trustee shall not be
deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless such fact or matter
is known to a Responsible Officer of the Trustee.


 


(8) Unless otherwise expressly
provided herein or in the Securities of a Series or the related Board Resolution, supplemental indenture or Officers’ Certificate,
the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder,
except to make them available for inspection, at reasonable times, by Securityholders, it being understood that delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (except as set forth in Section 4.4).


 



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	7.3.	INDIVIDUAL RIGHTS OF TRUSTEE.


 


The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities, and may make loans to, accept deposits from, perform services for
or otherwise deal with the Company, or any Affiliate thereof, with the same rights it would have if it were not Trustee. Any Agent may
do the same with like rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11.


 


	7.4.	TRUSTEE’S DISCLAIMER.


 


The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities (except that the Trustee represents that it is duly authorized to execute
and deliver this Indenture and authenticate the Securities and perform its obligations hereunder), and the Trustee shall not be accountable
for the Company’s use of the proceeds from the sale of Securities or any money paid to the Company pursuant to the terms of this
Indenture, and the Trustee shall not be responsible for any statement in the Securities other than its certificates of authentication.


 


	7.5.	NOTICE OF DEFAULT.


 


If a Default or an Event of
Default occurs and is continuing with respect to the Securities of any Series, and if it is known to the Trustee, the Trustee shall mail
to each Securityholder of the Securities of that Series notice of the Default or the Event of Default, as the case may be, within [  ]
days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default (except
if such Default or Event of Default has been validly cured or waived before the giving of such notice). Except in the case of a Default
or an Event of Default in payment of the principal of, or interest or premium, if any, on, any Security of any Series, the Trustee may
withhold the notice if and so long as the Board of Directors of the Trustee, the executive committee or any trust committee of such board
and/or its Responsible Officers in good faith determine(s) that withholding the notice is in the interests of the Securityholders of that
Series.


 


	7.6.	REPORTS BY TRUSTEE TO HOLDERS.


 


If and to the extent required
by the TIA, within 60 days after April 1 of each year, commencing the April 1 following the date of this Indenture, the Trustee
shall mail to each Securityholder a brief report dated as of such April 1 that complies with TIA Section 313(a). The Trustee
also shall comply with TIA Sections 313(b) and 313(c).


 


 A copy of each report
at the time of its mailing to Securityholders shall be filed with the SEC and any stock exchange on which the Securities of that Series
are listed. The Company shall promptly notify the Trustee when the Securities of any Series are listed on any stock exchange or any delisting
thereof, and the Trustee shall comply with TIA Section 313(d).


 


	7.7.	COMPENSATION AND INDEMNITY.


 


The Company shall pay to the
Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any provision
of law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee within [  ] days after receipt
of request for all reasonable out-of-pocket disbursements and expenses incurred or made by it in connection with its duties under this
Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify
the Trustee for, and hold it harmless against, any and all loss or liability incurred by it in connection with the acceptance or performance
of its duties under this Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim
asserted against the Trustee for which it may seek indemnity.


 



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The failure by the Trustee
to so notify the Company shall not however relieve the Company of its obligations. Notwithstanding the foregoing, the Company need not
reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee through its negligence or
bad faith. To secure the payment obligations of the Company in this Section 7.7, the Trustee shall have a lien prior to the Securities
of any Series on all money or property held or collected by the Trustee except such money or property held in trust to pay the principal
of, interest and premium, if any, on particular Securities of that Series.


 


When the Trustee incurs expenses
or renders services after an Event of Default specified in Section 6.1(4) or (5) occurs, the expenses and the compensation for
the services are intended to constitute expenses of administration under any Bankruptcy Law.


 


For purposes of this Section 7.7,
the term “Trustee” shall include any trustee appointed pursuant to this Article 7.


 


	7.8.	REPLACEMENT OF TRUSTEE.


 


The Trustee may resign with
respect to the Securities of one or more Series by so notifying the Company in writing at least [  ] days in advance of such
resignation.


 


The Holders of a majority in
principal amount of the outstanding Securities of any Series may remove the Trustee with respect to that Series by notifying the removed
Trustee in writing and may appoint a successor Trustee with respect to that Series with the consent of the Company, which consent shall
not be unreasonably withheld. The Company may remove the Trustee with respect to that Series at its election if:


 


(1) the Trustee fails to comply
with, or ceases to be eligible under, Section 7.10;


 


(2) the Trustee is adjudged
a bankrupt or an insolvent, or an order for relief is entered with respect to the Trustee, under any Bankruptcy Law;


 


(3) a Custodian or other public
officer takes charge of the Trustee or its property; or


 


(4) the Trustee otherwise becomes
incapable of acting.


 


(5) If the Trustee resigns
or is removed, or if a vacancy exists in the office of Trustee, with respect to any Series of Securities for any reason, the Company shall
promptly appoint, by Board Resolution, a successor Trustee.


 


If a successor Trustee with
respect to the Securities of one or more Series does not take office within [  ] days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least [  ]% in principal amount of the outstanding Securities
of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee with respect
to the Securities of one or more Series fails to comply with Section 7.10, any Securityholder of the applicable Series may petition
any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


A successor Trustee shall deliver
a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately following such delivery, (i) the
retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7, transfer all property held by
it as Trustee with respect to such Series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall
become effective and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and duties of the
Trustee under this Indenture. A successor Trustee with respect to the Securities of one or more Series shall mail notice of its succession
to each Securityholder of such Series.


 



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	7.9.	SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.


 


If the Trustee, or any Agent,
consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation,
subject to Section 7.10, the successor corporation without any further act shall be the successor Trustee or Agent, as the case may
be.


 


	7.10.	ELIGIBILITY; DISQUALIFICATION.


 


This Indenture shall always
have a Trustee who satisfies the requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The Trustee (or in the
case of a Trustee that is a Person included in a bank holding company system, the related bank holding company) shall have a combined
capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply
with TIA Section 310(b), including the provision in Section 310(b)(1). In addition, if the Trustee is a Person included in a
bank holding company system, the Trustee, independently of such bank holding company, shall meet the capital requirements of TIA Section 310(a)(2).
If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10, it shall resign immediately
in the manner and with the effect specified in this Article 7.


 


	7.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.


 


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


 


	7.12.	PAYING AGENTS.


 


The Company shall cause each
Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 7.12:


 


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


 


(2) that it will at any time
during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust
by it together with a full accounting thereof; and


 


(3) that it will give the Trustee
written notice within three Business Days after any failure of the Company (or by any obligor on the Securities) in the payment of any
installment of the principal of, or interest or premium, if any, on, the Securities when the same shall be due and payable.


 


ARTICLE 8


 


AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


	8.1.	WITHOUT CONSENT OF HOLDERS.


 


The Company, when authorized
by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without notice to
or consent of any Securityholder:


 


(1) to comply with Section 5.1;



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(2) to provide for certificated
Securities in addition to uncertificated Securities;


 


(3) to comply with any requirements
of the SEC under the TIA;


 


(4) to cure any ambiguity,
defect or inconsistency, or to make any other change herein or in the Securities that does not materially and adversely affect the rights
of any Securityholder;


 


(5) to provide for the issuance
of, and establish the form and terms and conditions of, Securities of any Series as permitted by this Indenture; or


 


(6) 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.


 


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


 


	8.2.	WITH CONSENT OF HOLDERS.


 


(a) The Company, when authorized
by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities of one or more Series with the written
consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of such Series affected
by such amendment or supplement without notice to any Securityholder. The Holders of not less than a majority in aggregate principal amount
of the outstanding Securities of each such Series affected by such amendment or supplement may waive compliance by the Company in a particular
instance with any provision of this Indenture or the Securities of such Series without notice to any Securityholder. Subject to Section 8.4,
without the consent of each Securityholder affected, however, an amendment, supplement or waiver may not:


 


(1) reduce the amount of Securities
whose Holders must consent to an amendment, supplement or waiver to this Indenture or the Securities;


 


(2) reduce the rate of, or
change the time for payment of, interest on any Security;


 


(3) reduce the principal, or
change the Stated Maturity, of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund
or analogous obligation;


 


(4) make any Security payable
in money other than that stated in the Security;


 


(5) change the amount or time
of any payment required by the Securities, or reduce the premium payable upon any redemption of the Securities, or change the time before
which no such redemption may be made;


 


(6) waive a Default or Event
of Default in the payment of the principal of, or interest or premium, if any, on, any Security (except a rescission of acceleration
of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series
and a waiver of the payment default that resulted from such acceleration);


 



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(7) waive a redemption payment
with respect to any Security, or change any of the provisions with respect to the redemption of any Securities;


 


(8) make any changes in Section 6.6
or this Section 8.2, except to increase any percentage of Securities the Holders of which must consent to any matter; or


 


(9) take any other action otherwise
prohibited by this Indenture to be taken without the consent of each Holder affected thereby.


 


(b) Upon the request of the
Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee
of evidence reasonably satisfactory to the Trustee of the consent of the Securityholders as aforesaid and of the documents described in
Section 8.6, 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, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.


 


(c) It shall not be necessary
for the consent of the Holders under this section to approve the particular form of any proposed amendment, supplement or waiver, but
it shall be sufficient if such consent approves the substance thereof.


 


After an amendment or supplement
under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing the amendment or supplement.
Any failure of the Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity
of any supplemental indenture.


 


	8.3.	COMPLIANCE WITH TRUST INDENTURE ACT.


 


Every amendment to, or supplement
of, this Indenture or the Securities shall comply with the TIA as then in effect.


 


	8.4.	REVOCATION AND EFFECT OF CONSENTS.


 


Until an amendment, supplement,
waiver or other action becomes effective, a consent to it by a Holder of a Security is a continuing consent conclusive and binding upon
such Holder and every subsequent Holder of the same Security or portion thereof, and of any Security issued upon the transfer thereof
or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Security. Any such Holder or subsequent
Holder, however, may revoke the consent as to his Security or portion of a Security, if the Trustee receives the notice of revocation
before the date the amendment, supplement, waiver or other action becomes effective.


 


The Company may, but shall
not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or
waiver, which record date shall be at least [  ] days prior to the first solicitation of such consent. If a record date is fixed,
then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies),
and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date.


 


After an amendment, supplement,
waiver or other action becomes effective, it shall bind every Securityholder, unless it makes a change described in any of clauses (1) through
(9) of Section 8.2. In that case, the amendment, supplement, waiver or other action shall bind each Holder of a Security who
has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security; PROVIDED, that any such waiver shall not impair or affect the right of any Holder to receive payment of the principal
of, and interest and premium, if any, on, a Security, on or after the respective due dates expressed in such Security, or to bring suit
for the enforcement of any such payment on or after such respective dates without the consent of such Holder.


 



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	8.5.	NOTATION ON OR EXCHANGE OF SECURITIES.


 


If an amendment, supplement
or waiver changes the terms of a Security of any Series, the Trustee may request the Holder of such Security to deliver it to the Trustee.
In such case, the Trustee shall place an appropriate notation on such Security about the changed terms and return it to the Holder. Alternatively,
the Company, in exchange for such Security, may issue, and the Trustee shall authenticate, a new security that reflects the changed terms.
Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement
or waiver.


 


	8.6.	TRUSTEE TO SIGN AMENDMENTS, ETC.


 


The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article 8 if the amendment, supplement or waiver does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing
to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.1, shall be fully
protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is
authorized or permitted by this Indenture. The Company may not sign an amendment or supplement until the Board of Directors of the Company
approves it.


 


ARTICLE 9


 


DISCHARGE OF INDENTURE; DEFEASANCE


 


	9.1.	DISCHARGE OF INDENTURE.


 


The Company may terminate its
obligations under the Securities of any Series and this Indenture with respect to such Series, except the obligations referred to in the
last paragraph of this Section 9.1, if there shall have been canceled by the Trustee, or delivered to the Trustee for cancellation,
all Securities of such Series theretofore authenticated and delivered (other than any Securities of such Series that are asserted to have
been destroyed, lost or stolen and that shall have been replaced as provided in Section 2.8) and the Company has paid all sums payable
by it hereunder or deposited all required sums with the Trustee.


 


After such delivery the Trustee
upon request shall acknowledge in a writing prepared by or on behalf of the Company the discharge of the Company’s obligations under
the Securities of such Series and this Indenture, except for those surviving obligations specified below.


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company in Sections 7.7, 9.5 and 9.6 shall survive.


 


	9.2.	LEGAL DEFEASANCE.


 


The Company may at its option,
by Board Resolution, be discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions
set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series
and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall, subject to Section 9.6, execute proper instruments acknowledging the same, as
are delivered to it by the Company), except for the following, which shall survive until otherwise terminated or discharged hereunder:
(A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4
and as more fully set forth in such section, payments in respect of the principal of, and interest and premium, if any, on, the Securities
of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under
Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including
claims of, or payments to, the Trustee under or pursuant to Section 7.7) and (D) this Article 9. Subject to compliance with
this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding
the prior exercise of its option under Section 9.3 below with respect to the Securities of such Series.


 


 



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	9.3.	COVENANT DEFEASANCE.


 


At the option of the Company,
pursuant to a Board Resolution, the Company shall be released from its obligations with respect to the outstanding Securities of any Series
under Sections 4.2 through 4.5, inclusive, and Section 5.1, with respect to the outstanding Securities of such Series, on and after
the date the conditions set forth in Section 9.4 are satisfied (hereinafter, “Covenant Defeasance”). For this purpose,
such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such specified section or portion thereof, whether directly or indirectly by reason of any reference elsewhere
herein to any such specified Section or portion thereof or by reason of any reference in any such specified section or portion thereof
to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of any Series shall be
unaffected thereby.


 


	9.4.	CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.


 


The following shall be the
conditions to application of Section 9.2 or Section 9.3 to the outstanding Securities of a Series:


 


(1) the Company shall irrevocably
have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall
agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities, (A) money in an amount,
or (B) U.S. Government Obligations or Foreign Government Obligations which through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee)
to pay and discharge, the principal of, and accrued interest and premium, if any, on, the outstanding Securities of such Series at the
Stated Maturity of such principal, interest or premium, if any, or on dates for payment and redemption of such principal, interest and
premium, if any, selected in accordance with the terms of this Indenture and of the Securities of such Series;


 


(2) no Event of Default or
Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have
occurred and be continuing at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending
on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of
such deposit as specified in the Opinion of Counsel identified in paragraph (8) below (it being understood that this condition shall
not be deemed satisfied until the expiration of such period);


 


(3) such Legal Defeasance or
Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities
of the Company;


 


(4) such Legal Defeasance or
Covenant Defeasance shall not result in a breach or violation of, or constitute default under, any other agreement or instrument to which
the Company is a party or by which it is bound;


 



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(5) the Company shall have
delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or Covenant Defeasance, neither the
trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended;


 


 (6) in the case of an
election under Section 9.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company
has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that or (ii) there has been
a change in any applicable Federal income tax law with the effect that, and such opinion shall confirm that, the Holders of the outstanding
Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely
as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner, including as a
result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(7) in the case of an election
under Section 9.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding
Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance,
and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;


 


(8) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided
for in this Article 9 relating to either the Legal Defeasance under Section 9.2 or the Covenant Defeasance under Section 9.3
(as the case may be) have been complied with;


 


(9) the Company shall have
delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Company with
the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and


 


(10) the Company shall have
paid, or duly provided for payment under terms mutually satisfactory to the Company and the Trustee, all amounts then due to the Trustee
pursuant to Section 7.7.


 


	9.5.	DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.


 


All money, U.S. Government
Obligations and Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.4
in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders
of such Securities, of all sums due and to become due thereon in respect of principal, accrued interest and premium, if any, but such
money need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and Foreign Government
Obligations deposited pursuant to Section 9.4 or the principal, interest and premium, if any, received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities.


 


Anything in this Article 9
to the contrary notwithstanding, but subject to payment of any of its outstanding fees and expenses, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money, U.S. Government Obligations or Foreign Government Obligations held by
the Trustee as provided in Section 9.4 which, in the opinion of a nationally-recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 



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	9.6.	REINSTATEMENT.


 


If the Trustee or Paying Agent
is unable to apply any money, U.S. Government Obligations or Foreign Government Obligations in accordance with Section 9.1, 9.2,
9.3 or 9.4 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until such time as the Trustee or Paying Agent is permitted to
apply all such money, U.S. Government Obligations or Foreign Government Obligations, as the case may be, in accordance with Section 9.1,
9.2, 9.3 or 9.4; PROVIDED, HOWEVER, that if the Company has made any payment of principal of, or accrued interest or premium, if any,
on, any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money, U.S. Government Obligations or Foreign Government Obligations held by the Trustee or
Paying Agent.


 


	9.7.	MONEYS HELD BY PAYING AGENT.


 


In connection with the satisfaction
and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon demand of
the Company, be paid to the Trustee, or, if sufficient moneys have been deposited pursuant to Section 9.1, to the Company, and thereupon
such Paying Agent shall be released from all further liability with respect to such moneys.


 


	9.8.	MONEYS HELD BY TRUSTEE.


 


Any moneys deposited with the
Trustee or any Paying Agent or then held by the Company in trust for the payment of the principal of, or interest or premium, if any,
on, any Security that are not applied but remain unclaimed by the Holder of such Security for [   ] after the date upon
which the principal of, or interest or premium, if any, on, such Security shall have respectively become due and payable shall be repaid
to the Company upon Company Request, or if such moneys are then held by the Company in trust, such moneys shall be released from such
trust; and the Holder of such Security entitled to receive such payment shall thereafter, as an unsecured general creditor, look only
to the Company for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or any such Paying Agent, before being required to make any such repayment, may, at the expense
of the Company, either mail to each Securityholder affected, at the address shown in the register of the Securities maintained by the
Registrar, or cause to be published once a week for two successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York, New York, a notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than [  ] days from the date of such mailing or publication, any
unclaimed balance of such moneys then remaining will be repaid to the Company. After payment to the Company or the release of any money
held in trust by the Company, Securityholders entitled to the money must look only to the Company for payment as general creditors, unless
applicable abandoned property law designates another Person.


 


ARTICLE 10


 


MISCELLANEOUS


 


	10.1.	TRUST INDENTURE ACT CONTROLS.


 


If any provision of this Indenture
limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision
shall control. If any provision of this Indenture modifies or excludes any provision of the TIA 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.


 



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	10.2.	NOTICES.


 


Any notice or communication
shall be given in writing and delivered in Person, sent by facsimile (and receipt confirmed by telephone or electronic transmission report),
delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows:


 


If to the Company:


 


Wah Fu Education Group Limited


L207b, Hesheng Fortune Plaza, No.13 Deshengmenwai Street


Xicheng District, Beijing, China 100088 


 


Copy to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Fax: (212) 370-7889


Attention: Barry I. Grossman, Esq.


 


If to the Trustee:


 


            [
 ]


 


The Company or the Trustee
by written notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice or
communication to the Company or the Trustee shall be deemed to have been given or made as of the date so delivered if personally delivered;
when receipt is confirmed by telephone or electronic transmission report, if sent by facsimile; and three Business Days after mailing
if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given
until actually received by the addressee).


 


Any notice or communication
mailed to a Securityholder shall be mailed to such Securityholder by first-class mail, postage prepaid, at such Securityholder’s
address shown on the register kept by the Registrar.


 


Failure to mail, or any defect
in, a notice or communication to a Securityholder shall not affect its sufficiency with respect to other Securityholders. If a notice
or communication to a Securityholder is mailed in the manner provided above, it shall be deemed duly given, three Business Days after
such mailing, whether or not the addressee receives it.


 


In case by reason of the suspension
of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then
such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice.


 


In the case of Global Securities,
notices or communications to be given to Securityholders shall be given to the Depository, in accordance with its applicable policies
as in effect from time to time.


 



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In addition to the manner provided
for in the foregoing provisions, notices or communications to Securityholders shall be given by the Company by release made to Reuters
Economic Services and Bloomberg Business News.


 


	10.3.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.


 


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


  


	10.4.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.


 


Upon any request or application
by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


(1) an Officers’ Certificate
(which shall include the statements set forth in Section 10.5 below) stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(2) an Opinion of Counsel (which
shall include the statements set forth in Section 10.5 below) stating that, in the opinion of such counsel, all such conditions precedent
have been complied with. 


 


	10.5.	STATEMENT REQUIRED IN CERTIFICATE AND OPINION.


 


Each certificate and opinion
with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 4.4) 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, it or he has made such examination or investigation as is necessary to enable it or 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 covenant or condition has been complied with.


 


	10.6.	RULES BY TRUSTEE AND AGENTS.


 


The Trustee may make reasonable
rules for action by or at meetings of Securityholders. The Registrar and Paying Agent may make reasonable rules for their functions.


 


	10.7.	BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT.


 


A “Business Day”
is a day that is not a Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday, a federally-recognized holiday or a day on
which banking institutions are not authorized or required by law, regulation or executive order to be open in the State of New York.


 



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If a payment date is a Legal
Holiday at a Place of Payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. “Place of Payment” means the place or places where the principal of, and interest
and premium, if any, on, the Securities of a Series are payable as specified as contemplated by Section 2.2. If the regular record
date is a Legal Holiday, the record date shall not be affected.


 


	10.8.	GOVERNING LAW.


 


THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN
THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


	 10.9.	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.


 


This Indenture may not be
used to interpret another indenture, loan, security or debt agreement of the Company or any Subsidiary thereof. No such indenture, loan,
security or debt agreement may be used to interpret this Indenture.


 


	10.10.	NO RECOURSE AGAINST OTHERS.


 


A director, officer, employee,
stockholder or incorporator, as such, of the Company shall not have any liability for any obligations of the Company under the Securities
or the Indenture. Each Securityholder by accepting a Security waives and releases all such liability. Such waiver and release are part
of the consideration for the issuance of the Securities.


 


	10.11.	SUCCESSORS.


 


All covenants and agreements
of the Company in this Indenture and the Securities shall bind the Company’s successors and assigns, whether so expressed or not.
All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind their respective successors and
assigns.


 


	10.12.	MULTIPLE COUNTERPARTS.


 


The parties may sign multiple
counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same
agreement.


 


	10.13.	TABLE OF CONTENTS, HEADINGS, ETC.


 


The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


	10.14.	SEVERABILITY.


 


Each provision of this Indenture
shall be considered separable, and if for any reason any provision which is not essential to the effectuation of the basic purpose of
this Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.


 



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	10.15.	SECURITIES IN A FOREIGN CURRENCY OR IN EUROS.


 


Unless otherwise specified
in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 with respect
to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage
in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars (including Euros),
then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall
be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15,
“Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published
by the Federal Reserve Bank of New York; PROVIDED, HOWEVER, in the case of Euros, Market Exchange Rate shall mean the rate of exchange
determined by the Commission of the European Union (or any successor thereto) as published in the Official Journal of the European Union
(such publication or any successor publication, the “Journal”). If such Market Exchange Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of Euros, the rate of exchange as published in the Journal, as of the most recent available
date, or quotations or, in the case of Euros, rates of exchange from one or more major banks in New York City or in the country of issue
of the currency in question or, in the case of Euros, in Luxembourg or such other quotations or, in the case of Euros, rates of exchange
as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining
the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any
action taken by Holders of Securities pursuant to the terms of this Indenture.


 


All decisions and determinations
of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in
the Trustee’s sole discretion, and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all
purposes and irrevocably binding upon the Company and all Holders.


 


	10.16.	JUDGMENT CURRENCY.


 


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


 


IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as
of the day and year first above written.


 


	 	Wah Fu Education Group Limited
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[Name of Trustee]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


 


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