Blueprint





 






Exhibit
4.3

 



RUMBLEON, INC.

 



AND

 



[TRUSTEE]

 



Trustee

 



_______________

 



INDENTURE

 



DATED AS OF ___________, 20__

 



_______________

 



SUBORDINATED DEBT SECURITIES

 


 

 














 







RUMBLEON, INC.


RECONCILIATION AND
TIE BETWEEN TRUST INDENTURE ACT OF 1939,


AS AMENDED, AND
INDENTURE, DATED AS OF ________, 20__

 


	


TRUST INDENTURE ACT SECTION

	
 

	


INDENTURE SECTION


	
 

	
 

	
 


	

Section
310(a)(1)

	
 

	

6.9


	

(a)(2)

	
 

	

6.9


	

(a)(3)

	
 

	

Not
Applicable


	

(a)(4)

	
 

	

Not
Applicable


	

(a)(5)

	
 

	

6.9


	

(b)

	
 

	

6.8


	

Section
311

	
 

	

6.13


	

Section
312(a)

	
 

	

7.1,
7.2(a)


	

(b)

	
 

	

7.2(b)


	

(c)

	
 

	

7.2(c)


	

Section
313(a)

	
 

	

7.3


	

(b)

	
 

	

*


	

(c)

	
 

	

*


	

(d)

	
 

	

7.3


	

Section
314(a)

	
 

	

7.4


	

(a)(4)

	
 

	

10.5


	

(b)

	
 

	

Not
Applicable


	

(c)(1)

	
 

	

1.3


	

(c)(2)

	
 

	

1.3


	

(c)(3)

	
 

	

Not
Applicable


	

(d)

	
 

	

Not
Applicable


	

(e)

	
 

	

1.3


	

Section
315(a)

	
 

	

6.1(a)


	

(b)

	
 

	

6.2


	

(c)

	
 

	

6.1(b)


	

(d)

	
 

	

6.1(c)


	

(d)(1)

	
 

	

6.1(a)(1)


	

(d)(2)

	
 

	

6.1(c)(2)


	

(d)(3)

	
 

	

6.1(c)(3)


	

(e)

	
 

	

5.14


	

Section
316(a)

	
 

	

1.1,
1.2


	

(a)(1)(A)

	
 

	

5.2,
5.12


	

(a)(1)(B)

	
 

	

5.13


	

(a)(2)

	
 

	

Not
Applicable


	

(b)

	
 

	

5.8


	

(c)

	
 

	

1.5(f)


	

Section
317(a)(1)

	
 

	

5.3


	

(a)(2)

	
 

	

5.4


	

(b)

	
 

	

10.3


	

Section
318(a)

	
 

	

1.8







NOTE:
This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.

 


_______________________________________________

 


*
Deemed included pursuant to Section 318(c) of the Trust Indenture
Act


 

 














 







TABLE OF CONTENTS

 


	


ARTICLE One

	


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION

	


1


	

1.1

	


Definitions

	


1


	

1.2

	


Incorporation by Reference of Trust Indenture Act

	


8


	

1.3

	


Compliance Certificates and Opinions

	


9


	

1.4

	


Form of Documents Delivered to Trustee

	


9


	

1.5

	


Acts of Holders; Record Dates

	


10


	

1.6

	


Notices, Etc., to Trustee and Company

	


11


	

1.7

	


Notice to Holders; Waiver

	


12


	

1.8

	


Conflict with Trust Indenture Act

	


12


	

1.9

	


Effect of Headings and Table of Contents

	


12


	

1.1

	


Successors and Assigns

	


12


	

1.11

	


Separability Clause

	


12


	

1.12

	


Benefits of Indenture

	


12


	

1.13

	


Governing Law

	


13


	

1.14

	


Legal Holidays

	


13


	

1.15

	


Securities in a Composite Currency, Currency Unit or Foreign
Currency

	


13


	

1.16

	


Payment in Required Currency; Judgment Currency

	


14


	

1.17

	


Language of Notices, Etc

	


14


	

1.18

	


Incorporators, Shareholders, Officers and Directors of the Company
Exempt from Individual Liability

	


14


	


ARTICLE Two

	


SECURITY FORMS

	


14


	

2.1

	


Forms Generally

	


14


	

2.2

	


Form of Face of Security

	


15


	

2.3

	


Form of Reverse of Security

	


18


	

2.4

	


Global Securities

	


22


	

2.5

	


Form of Trustee’s Certificate of Authentication

	


22


	


ARTICLE Three

	


THE SECURITIES

	


23


	

3.1

	


Amount Unlimited; Issuable in Series

	


23


	

3.2

	


Denominations

	


25


	

3.3

	


Execution, Authentication, Delivery and Dating

	


26


	

3.4

	


Temporary Securities

	


27


	

3.5

	


Registration, Registration of Transfer and Exchange

	


28


	

3.6

	


Mutilated, Destroyed, Lost and Stolen Securities

	


29


	

3.7

	


Payment of Interest; Interest Rights Preserved

	


31


	

3.8

	


Persons Deemed Owners

	


32


	

3.9

	


Cancellation

	


32


	

3.1

	


Computation of Interest

	


33


	

3.11

	


CUSIP or CINS Numbers

	


33


	


ARTICLE Four

	


SATISFACTION AND DISCHARGE

	


33


	

4.1

	


Satisfaction and Discharge of Indenture

	


33


	

4.2

	


Application of Trust Money

	


34







 



 







 





 


	


ARTICLE Five

	


REMEDIES

	


34


	

5.1

	


Events of Default

	


34


	

5.2

	


Acceleration of Maturity; Rescission and Annulment

	


35


	

5.3

	


Collection of Indebtedness and Suits for Enforcement by
Trustee

	


36


	

5.4

	


Trustee May File Proofs of Claim

	


37


	

5.5

	


Trustee May Enforce Claims Without Possession of
Securities

	


38


	

5.6

	


Application of Money Collected

	


38


	

5.7

	


Limitation on Suits

	


38


	

5.8

	


Unconditional Right of Holders to Receive Principal, Premium and
Interest

	


39


	

5.9

	


Restoration of Rights and Remedies

	


39


	

5.1

	


Rights and Remedies Cumulative

	


39


	

5.11

	


Delay or Omission Not Waiver

	


39


	

5.12

	


Control by Holders

	


40


	

5.13

	


Waiver of Past Defaults

	


40


	

5.14

	


Undertaking for Costs

	


40


	

5.15

	


Waiver of Stay or Extension Laws

	


41


	


ARTICLE Six

	


THE TRUSTEE

	


41


	

6.1

	


Certain Duties and Responsibilities

	


41


	

6.2

	


Notice of Defaults

	


42


	

6.3

	


Certain Rights of Trustee

	


42


	

6.4

	


Not Responsible for Recitals or Issuance of Securities

	


44


	

6.5

	


May Hold Securities

	


44


	

6.6

	


Money Held in Trust

	


44


	

6.7

	


Compensation and Reimbursement

	


44


	

6.8

	


Disqualification; Conflicting Interests

	


45


	

6.9

	


Corporate Trustee Required; Eligibility

	


45


	

6.1

	


Resignation and Removal; Appointment of Successor

	


45


	

6.11

	


Acceptance of Appointment by Successor

	


47


	

6.12

	


Merger, Conversion, Consolidation or Succession to
Business

	


48


	

6.13

	


Preferential Collection of Claims Against Company

	


48


	

6.14

	


Appointment of Authenticating Agent

	


49


	


ARTICLE Seven

	


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY

	


50


	

7.1

	


Company to Furnish Trustee Names and Addresses of
Holders

	


50


	

7.2

	


Preservation of Information; Communications to Holders

	


50


	

7.3

	


Reports by Trustee

	


51


	

7.4

	


Reports by Company

	


52






 



 







 





 


	


ARTICLE Eight

	


CONSOLIDATION, AMALGAMATION, MERGER AND SALE

	


52


	

8.1

	


Company May Consolidate, Etc., Only on Certain Terms

	


52


	

8.2

	


Successor Substituted

	


53


	


ARTICLE Nine

	


AMENDMENT, SUPPLEMENT AND WAIVER

	


53


	

9.1

	


Without Consent of Holders

	


53


	

9.2

	


With Consent of Holders

	


55


	

9.3

	


Execution of Supplemental Indentures

	


56


	

9.4

	


Effect of Supplemental Indentures

	


56


	

9.5

	


Conformity with Trust Indenture Act

	


56


	

9.6

	


Reference in Securities to Supplemental Indentures

	


56


	


ARTICLE Ten

	


COVENANTS

	


56


	

10.1

	


Payment of Principal, Premium and Interest

	


56


	

10.2

	


Maintenance of Office or Agency

	


56


	

10.3

	


Money for Securities Payments to be Held in Trust

	


58


	

10.4

	


Existence

	


59


	

10.5

	


Statement by Officers as to Default

	


59


	

10.6

	


Additional Amounts

	


60


	


ARTICLE Eleven

	


REDEMPTION OF SECURITIES

	


60


	

11.1

	


Applicability of Article

	


60


	

11.2

	


Election to Redeem; Notice to Trustee

	


60


	

11.3

	


Selection by Trustee of Securities to be Redeemed

	


61


	

11.4

	


Notice of Redemption

	


61


	

11.5

	


Deposit of Redemption Price

	


62


	

11.6

	


Securities Payable on Redemption Date

	


62


	

11.7

	


Securities Redeemed in Part

	


62


	


ARTICLE Twelve

	


SINKING FUNDS

	


63


	

12.1

	


Applicability of Article

	


63


	

12.2

	


Satisfaction of Sinking Fund Payments with Securities

	


63


	

12.3

	


Redemption of Securities for Sinking Fund

	


63


	


ARTICLE Thirteen

	


DEFEASANCE

	


64


	

13.1

	


Option to Effect Legal Defeasance or Covenant
Defeasance

	


64


	

13.2

	


Legal Defeasance and Discharge

	


64


	

13.3

	


Covenant Defeasance

	


65


	

13.4

	


Conditions to Legal or Covenant Defeasance

	


65


	

13.5

	


Deposited Money and U.S. Government Obligations to be Held in
Trust, Other Miscellaneous Provisions

	


66


	

13.6

	


Repayment

	


67


	

13.7

	


Reinstatement

	


67


	


ARTICLE Fourteen

	


SUBORDINATION OF SECURITIES

	


67


	

14.1

	


Securities Subordinated to Senior Debt

	


67


	

14.2

	


No Payment on Securities in Certain Circumstances

	


68


	

14.3

	


Payment over Proceeds upon Dissolution, Etc

	


69


	

14.4

	


Subrogation

	


71


	

14.5

	


Obligations of Company Unconditional

	


71


	

14.6

	


Notice to Trustee

	


72


	

14.7

	


Reliance on Judicial Order or Certificate of Liquidating
Agent

	


72


	

14.8

	


Trustee’s Relation to Senior Debt

	


72


	

14.9

	


Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Debt

	


73


	

14.1

	


Holders Authorize Trustee to Effectuate Subordination of
Securities

	


73


	

14.11

	


Not to Prevent Events of Default

	


73


	

14.12

	


Trustee’s Compensation Not Prejudiced

	


73


	

14.13

	


No Waiver of Subordination Provisions

	


74


	

14.14

	


Payments May Be Paid Prior to Dissolution

	


74


	

14.15

	


Trust Moneys Not Subordinated

	


74






 

 




 








 







INDENTURE

 


INDENTURE, dated as
of __________, 20__, between RUMBLEON, INC., a corporation duly
organized and existing under the laws of the State of Nevada
(herein called the “Company”) and
[TRUSTEE], a banking corporation organized under the laws of the
United States, as trustee (the “Trustee”).

 



RECITALS

 


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

 


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

 


WHEREAS, this
Indenture is subject to the provisions of the Trust Indenture Act
that are required to be a part of this Indenture and, to the extent
applicable, shall be governed by such provisions.

 


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

 



ARTICLE ONE


DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION

 


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

 


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

 


(b)           all
terms used in this Indenture that are defined in the Trust
Indenture Act, defined by a Trust Indenture Act reference to
another statute or defined by an SEC rule under the Trust Indenture
Act have the meanings so assigned to them;

 


(c)           all
accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP;

 


(d)           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;

 


 




 

1








 






 


(e)           the
words “Article” and
“Section” refer to
an Article and Section, respectively, of this Indenture;
and

 


(f)           the
word “includes” and its
derivatives means “includes, but is not limited
to” and corresponding derivative
definitions.

 


Certain
terms, used principally in Article Six, are defined in that
Article.

 


“Act,” when used
with respect to any Holder, has the meaning specified in
Section
1.5.

 


“Additional Defeasible
Provision” means a covenant or other provision
contained that is (a) made part of this Indenture pursuant to a
supplemental indenture hereto, a Board Resolution or an
Officer’s Certificate delivered pursuant to Section 3.1,
and (b) pursuant to the terms set forth in such supplemental
indenture, Board Resolution or Officer’s Certificate, made
subject to the provisions of Article Thirteen.

 


“Affiliate” of any
specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this
definition, “control,” 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. For
purposes of this definition, the terms “controlling,”
“controlled
by” and “under common control
with” have correlative meanings.

 


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

 


“Banking Day”
means, in respect of any city, any date on which commercial banks
are open for business in that city.

 


“Bankruptcy Law”
means any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law.

 


“Board of
Directors” means the board of directors of the Company
or any duly authorized committee of that board to which the powers
of that board have been lawfully delegated.

 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company, the principal financial officer
of the Company, any other authorized officer of the Company, or a
person duly authorized by any of them, in each case as applicable,
to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and
delivered to the Trustee. Where any provision of this Indenture
refers to action to be taken pursuant to a Board Resolution
(including the establishment of any series of the Securities and
the forms and terms thereof), such action may be taken by any
committee, officer or employee of the Company authorized to take
such action by the Board of Directors as evidenced by a Board
Resolution.

 


“Business Day,”
when used with respect to any Place of Payment or other location,
means, except as otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or other location are
authorized or obligated by law, executive order or regulation to
close.

 


 




 

2








 






 


“CINS” means the
CUSIP International Numbering System.

 


“Code” means the
United States Internal Revenue Code of 1986, as
amended.

 


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

 


“Company Request”
or “Company
Order” means, in the case of the Company, a written
request or order signed in the name of the Company by its Chairman
of the Board, its Chief Executive Officer, its Chief Financial
Officer, its Chief Operating Officer, its President, any of its
Vice Presidents or any other duly authorized officer of the Company
or any person duly authorized by any of them, and delivered to the
Trustee.

 


“Corporate Trust
Office” means the office of the Trustee at its address
specified in Section 1.6 or
such other address as to which the Trustee may give notice to the
Company.

 


“corporation”
includes corporations, companies, associations, partnerships,
limited partnerships, limited liability companies, joint-stock
companies and trusts.

 


“Covenant
Defeasance” has the meaning specified in Section
13.3.

 


“CUSIP” means the
Committee on Uniform Securities Identification
Procedures.

 


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

 


“Debt” means any
obligation created or assumed by any Person for the repayment of
money borrowed and any purchase money obligation created or assumed
by such Person and any guarantee of the foregoing.

 


“Default” means,
with respect to a series of Securities, any event that is, or after
notice or lapse of time or both would be, an Event of
Default.

 


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

 


“Definitive
Security” means a security other than a Global
Security or a temporary Security.

 


“Depositary” means,
with respect to the Securities of any series issuable or issued in
whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated
by Section
3.1, until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and
thereafter shall mean or include each Person which is a Depositary
hereunder, and if at any time there is more than one such Person,
shall be a collective reference to such Persons.

 


 




 

3








 






 


“Designated Senior Debt” shall have
the meaning given to such term in any Board Resolution or indenture
supplemental hereto.

 


“Dollar” or
“$” means the coin
or currency of the United States of America, which at the time of
payment is legal tender for the payment of public and private
debts.

 


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

 


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

 


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

 


“GAAP” means
generally accepted accounting principles in the United States of
America as in effect from time to time, including those set forth
in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as approved
by a significant segment of the accounting profession. All ratios
and computations based on GAAP contained in this Indenture will be
computed in conformity with GAAP.

 


“Global Security”
means a Security in global form that evidences all or part of a
series of Securities and is authenticated and delivered to, and
registered in the name of, the Depositary for the Securities of
such series or its nominee.

 


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

 


“Indenture” means
this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable
provisions hereof, including, for all purposes of this instrument,
and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be part of and govern this
instrument and any such supplemental indenture, respectively. The
term “Indenture” also shall include the terms of a
particular series of Securities established as contemplated by
Section
3.1.

 


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

 


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

 


“Judgment Currency”
has the meaning specified in Section
1.16.

 


“Legal Defeasance”
has the meaning specified in Section
13.2.

 


 




 

4








 






 


“mandatory sinking fund
payment” has the meaning specified in Section
12.1.

 


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

 


“Notice of Default”
means a written notice of the kind specified in Section
5.1(d).

 


“Officer’s
Certificate” means, in the case of the Company, a
certificate signed by the Chairman of the Board, the Chief
Executive Officer, the Chief Financial Officer, the Chief Operating
Officer, the President, any Vice President or any other duly
authorized officer of the Company, or a person duly authorized by
any of them, and delivered to the Trustee.

 


“Opinion of
Counsel” means a written opinion of counsel, who may
be an employee of or counsel for the Company and who shall be
reasonably acceptable to the Trustee.

 


“optional sinking fund
payment” has the meaning specified in Section
12.1.

 


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

 


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

 


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

 


(b)           Securities
for whose payment or redemption money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided, however,
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;

 


(c)           Securities
which have been paid pursuant to Section 3.6 or
in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; and

 


 




 

5








 






 


(d)           Securities,
except to the extent provided in Section 13.2
and Section 13.3,
with respect to which the Company has effected Legal Defeasance or
Covenant Defeasance as provided in Article Thirteen, which Legal
Defeasance or Covenant Defeasance then continues in effect;
provided,
however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given
any request, demand, authorization, direction, notice, consent or
waiver hereunder, (i) the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of
the Maturity thereof on such date pursuant to Section 5.2,
(ii) the principal amount of a Security denominated in one or
more currencies or currency units other than U.S. dollars shall be
the U.S. dollar equivalent of such currencies or currency units,
determined in the manner provided as contemplated by Section 3.1 on
the date of original issuance of such Security or by Section 1.15,
if not otherwise so provided pursuant to Section 3.1, of
the principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent (as so determined) on the date
of original issuance of such Security of the amount determined as
provided in clause (i) above) of such Security, and
(iii) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned as described in clause (iii)
of the immediately preceding sentence which have been pledged in
good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s
right to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

 


“Paying Agent”
means any Person authorized by the Company to pay the principal of
and any premium or interest on any Securities on behalf of the
Company.

 


“Periodic Offering”
means an offering of Securities of a series from time to time, the
specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate
or rates of interest thereon, if any, the Stated Maturity or Stated
Maturities thereof, the original issue date or dates thereof, the
redemption provisions, if any, with respect thereto, and any other
terms specified as contemplated by Section 3.1
with respect thereto, are to be determined by the Company upon the
issuance of such Securities.

 


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

 


“Place of Payment,”
when used with respect to the Securities of any series, means,
unless otherwise specifically provided for with respect to such
series as contemplated by Section 3.1,
the office or agency of the Company in the City of New York and
such other place or places where, subject to the provisions of
Section
10.2, the principal of and any premium and interest on the
Securities of that series are payable as contemplated by
Section
3.1.

 


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

 


 




 

6








 






 


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

 


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

 


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

 


“Required Currency”
has the meaning specified in Section
1.16.

 


“Responsible
Officer” when used with respect to the Trustee, means
any officer within the Corporate Trust Administration 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
Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such commission is not
existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties at such
time.

 


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

 


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

 


“Senior Debt” means (a) all
Debt of the Company, whether currently outstanding or hereafter
issued, unless, by the terms of the instrument creating or
evidencing such Debt, it is provided that such Debt is not superior
in right of payment to the Securities, and (b) any
modifications, refunding, deferrals, renewals or extensions of any
such Debt or securities, notes or other evidence of Debt issued in
exchange for such Debt; provided that in no event shall
“Senior Debt” include (i) Debt of the Company owed
or owing to any Subsidiary of the Company or any officer, director
or employee of the Company or any Subsidiary of the Company,
(ii) Debt to trade creditors or (iii) any liability for
taxes owned or owing by the Company.

 


“Significant
Subsidiary” means any Subsidiary that would be a
“Significant Subsidiary” of the Company within the
meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC.

 


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

 


“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.

 


 




 

7








 






 


“Subsidiary” means
(a) a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or
by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries or (b) any partnership or similar
business organization more than 50% of the ownership interests
having ordinary voting power of which shall at the time be so
owned. For the purposes of this definition, “voting stock”
means capital stock or equity interests which ordinarily have
voting power for the election of directors, whether at all times or
only so long as no senior class of stock has such voting power by
reason of any contingency.

 


“Trustee” means the
Person named as the “Trustee” in the first paragraph of
this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean or include each Person
who is then a Trustee hereunder, and if at any time there is more
than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the Trustee with respect to
Securities of that series.

 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was
executed, except as provided in Section 9.5;
provided,
however,
that if the Trust Indenture Act of 1939 is amended after such date,
“Trust
Indenture Act” means, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so
amended.

 


“U.S. Person” shall
have the meaning assigned to such term in Section
7701(a)(30) of the Code.

 


“U.S. Government
Obligations” means securities which are (a) direct
obligations of the United States for the payment of which its full
faith and credit is pledged, or (b) obligations of a Person
controlled or supervised by and acting as an agency or
instrumentality of the United States, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by
the United States, each of which are not callable or redeemable at
the option of the issuer thereof.

 


“Vice President,”
when used with respect to the Company or the Trustee, means any
vice president, regardless of whether designated by a number or a
word or words added before or after the title “vice
president.”

 


1.2           Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture
refers to a provision of the Trust Indenture Act, the provision is
incorporated by reference in and made a part of this Indenture. The
following Trust Indenture Act terms used in this Indenture have the
following meanings:

 


“commission” means
the SEC.

 


“indenture
securities” means the Securities.

 


“indenture security
holder” means a Holder.

 


“indenture to be
qualified” means this Indenture.

 


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

 


 




 

8








 






 


“obligor” on the
indenture securities means the Company or any other obligor on the
indenture securities.

 


All
terms used in this Indenture that are defined by the Trust
Indenture Act, defined by a Trust Indenture Act reference to
another statute or defined by an SEC rule under the Trust Indenture
Act have the meanings so assigned to them.

 


1.3           Compliance
Certificates and Opinions. Upon any application or request
by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the
Trustee an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished except as
required under Section 314(c)
of the Trust Indenture Act.

 


Every
certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (except for certificates
provided for in Section 10.5)
shall include:

 


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

 


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

 


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

 


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

 


1.4           Form
of Documents Delivered to Trustee. In any case where several
matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

 


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

 


 




 

9








 






 


Where
any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but
need not, be consolidated and form one instrument.

 


1.5           Acts
of Holders; Record Dates.

 


(a)           Any
request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed (either physically or by
means of a facsimile or an electronic transmission, provided that
such electronic transmission is transmitted through the facilities
of a Depositary) by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject
to Section
315 of the Trust Indenture Act) conclusive in favor of the
Trustee and the Company if made in the manner provided in this
Section.

 


(b)        
The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is
by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.

 


(c)           The
ownership, principal amount and serial numbers of Securities held
by any Person, and the date of commencement of such Person’s
holding of same, shall be proved by the Security
Register.

 


(d)         
Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security
issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Company in reliance
thereon, regardless of whether notation of such action is made upon
such Security.

 


 




 

10








 






 


(e)           Without
limiting the foregoing, a Holder entitled to give or take any
action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such
Security or by one or more duly appointed agents each of which may
do so pursuant to such appointment with regard to all or any
different part of such principal amount.

 


(f)           The
Company may set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series
entitled to give or take any request, demand, authorization,
direction, notice, consent, waiver or other Act provided or
permitted by this Indenture to be given or taken by Holders of
Securities of such series, but the Company shall have no obligation
to do so. With regard to any record date set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant
series on such record date (or their duly appointed agents), and
only such Persons, shall be entitled to give or take the relevant
action, regardless of whether such Holders remain Holders after
such record date.

 


1.6           Notices,
Etc., to Trustee and Company.

 


(a)           Any
notice or communication by the Company or the Trustee to the others
is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next
day delivery, to the others’ address:

 


If to
the Company:


 


RumbleOn,
Inc.


4521
Sharon Road,

 


Suite
370


Charlotte, North
Carolina 28211


Facsimile: (704)
448-5240


Attention:
Corporate Secretary


 


 


If to
the Trustee:


 


[TRUSTEE], as
Trustee


_________________


_________________


Facsimile:
________

 


(b)           The
Company or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or
communications.

 


(c)           All
notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand,
if personally delivered; three Business Days after being deposited
in the mail, postage prepaid, if mailed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day
delivery.

 


 




 

11








 






 


1.7           Notice
to Holders; Waiver. Where this Indenture provides for notice
to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder affected by
such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Any notice mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been
received by such Holder, regardless of whether such Holder actually
receives such notice.

 


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

 


In case
by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every
purpose hereunder.

 


1.8           Conflict
with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act
that is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified
or excluded, as the case may be.

 


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

 


1.10           Successors
and Assigns. All covenants and agreements in this Indenture
by the Company shall bind their respective successors and assigns,
whether so expressed or not.

 


1.11           Separability
Clause. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.

 


1.12           Benefits
of Indenture. Nothing in this Indenture or in the Securities
express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, the holders of
Senior Debt and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

 


 




 

12








 






 


1.13           Governing
Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

 


1.14           Legal
Holidays. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of the Securities (other than
a provision of the Securities of any series that specifically
states that such provision shall apply in lieu of this Section 1.14))
payment of interest or principal and any premium need not be made
at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no
interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may
be.

 


1.15           Securities
in a Composite Currency, Currency Unit or Foreign Currency.
Unless otherwise specified in an Officer’s Certificate
delivered pursuant to Section 3.1 of
this Indenture with respect to a particular series of Securities,
whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount
of Securities of all series or all series affected by a particular
action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a
coin, currency or currencies other than Dollars (including, but not
limited to, any composite currency, currency units or Foreign
Currency), 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. For purposes of this
Section
1.15, the term “Market Exchange
Rate” shall mean the noon Dollar buying rate in The
City of New York for cable transfers of such currency or currencies
as published by the Federal Reserve Bank of New York, as of the
most recent available date. If such Market Exchange Rate is not so
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 as of
the most recent available date, or quotations or rates of exchange
from one or more major banks in The City of New York or in the
country of issue of the currency in question, which for purposes of
euros shall be Brussels, Belgium, or such other quotations or rates
of exchange as the Trustee 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 a 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 its sole discretion and shall, in
the absence of manifest error, be conclusive to the extent
permitted by law for all purposes and irrevocably binding upon the
Issuer and all Holders.

 


 




 

13








 






 


1.16           Payment
in Required Currency; 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 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 Banking
Day, then, to the extent permitted by applicable law, 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
Banking Day next 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 (regardless of whether entered in accordance with
subclause (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.

 


1.17           Language
of Notices, Etc. Any request, demand, authorization,
direction, notice, consent, waiver or Act required or permitted
under this Indenture shall be in the English language, except that
any published notice may be in an official language of the country
of publication.

 


1.18           Incorporators,
Shareholders, Officers and Directors of the Company Exempt from
Individual Liability. No recourse under or upon any
obligation, covenant or agreement of or contained in this Indenture
or of or contained in any Security or for any claim based thereon
or otherwise in respect thereof, or in any Security or because of
the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, member, officer, manager or
director, as such, past, present or future, of the Company or any
successor Person, either directly or through the Company or any
successor Person, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or
otherwise, it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a
part of the consideration for, the execution of this Indenture and
the issue of the Securities.

 



ARTICLE TWO


SECURITY
FORMS

 


2.1           Forms
Generally. The Securities of each series shall be in
substantially the form set forth in this Article Two, or in such
other form or forms as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the
officers executing such Securities as evidenced by their execution
thereof.

 


 




 

14








 






 


The
definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as
evidenced by their execution thereof. If the form of Securities of
any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be
certified by an authorized officer or other authorized person on
behalf of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.3 for
the authentication and delivery of such Securities.

 


The
forms of Global Securities of any series shall have such provisions
and legends as are customary for Securities of such series in
global form, including without limitation any legend required by
the Depositary for the Securities of such series.

 


2.2           Form
of Face of Security. [If the
Security is an Original Issue Discount Security, insert—FOR
PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE
OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS
________________, THE ISSUE DATE IS _______________, 20____ [AND]
[__________,] THE YIELD TO MATURITY IS _______________________[________,] [AND THE
ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS
______________________ AND THE METHOD USED TO DETERMINE THE YIELD
THEREFOR IS _______________]]

 



[Insert any other legend required by the Code or the regulations
thereunder.]

 



[If a Global Security,—insert legend required by
Section 2.4
of the Indenture] [If applicable,
insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

 


 




 

15








 






 


RUMBLEON,
INC.

 


[TITLE
OF SECURITY]

 


	

No
________________


 

	

U.S.
$__________


 







 



[CUSIP No. _________]

 


RUMBLEON,
INC., a company duly incorporated under the laws of the State of
Nevada (herein called the “Company,” which
term includes any successor or resulting Person under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to _______________, or registered assigns, the principal sum of
_______________ United States Dollars on _______________
[If the Security is
to bear interest prior to Maturity, insert—, and to pay
interest thereon from _______________ or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on _______________ and _______________
in each year, commencing _______________, at the rate of _____% per
annum, until the principal hereof is paid or made available for
payment [if applicable, insert—, and at the rate of _____%
per annum on any overdue principal and premium and on any
installment of interest (to the extent that the payment of such
interest shall be legally enforceable)]. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the _______________
or _______________ (regardless of whether a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

 



[If the Security is not to bear interest prior to Maturity,
insert—The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such
case the overdue principal of this Security shall bear interest at
the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue
from the date of such default in payment to the date payment of
such principal has been made or duly provided for. Interest on any
overdue principal shall be payable on demand. Any such interest on
any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall
accrue from the date of such demand for payment to the date payment
of such interest has been made or duly provided for, and such
interest shall also be payable on demand.]

 


 




 

16








 






 



[If a Global Security, insert—Payment of the principal of
(and premium, if any) and [if applicable, insert—any
such] interest on this Security will be made by transfer of
immediately available funds to a bank account in _______________
designated by the Holder in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts [state other
currency].]

 



[If a Definitive Security, insert—Payment of the principal of
(and premium, if any) and [if applicable, insert—any
such] interest on this Security will be made at the office
or agency of the Company maintained for that purpose in
_______________, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts] [state other currency] [or
subject to any laws or regulations applicable thereto and to the
right of the Company (as provided in the Indenture) to rescind the
designation of any such Paying Agent, at the [main] offices
of _______________ in _______________, or at such other offices or
agencies as the Company may designate, by [United States Dollar] [state
other currency] check drawn on, or transfer to a
[United States
Dollar] account maintained by the payee with, a bank in The
City of New York (so long as the applicable Paying Agency has
received proper transfer instructions in writing at least _____
days prior to the payment date)] [if applicable,
insert—; provided,
however,
that payment of interest may be made at the option of the Company
by [United States Dollar] [state other currency] check
mailed to the addresses of the Persons entitled thereto as such
addresses shall appear in the Security Register] [or by transfer to a [United
States Dollar] [state other currency] account maintained by
the payee with a bank in The City of New York [state other Place of
Payment] (so long as the applicable Paying Agent has
received proper transfer instructions in writing by the record date
prior to the applicable Interest Payment Date)].]

 


Reference
is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this
place.

 


Unless
the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.

 


 




 

17








 






 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

 


	

Dated:_________________________________


 

	

RUMBLEON,
INC.


 


	
 

	

By:
__________________________________



 







2.3           Form
of Reverse of Security. This Security is one of a duly
authorized issue of subordinated securities of the Company (herein
called the “Securities”),
issued and to be issued in one or more series under an Indenture,
dated as of _______________, 20__ (herein called the
“Indenture”),
between the Company and [TRUSTEE] (herein called the
“Trustee,” which
term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement, of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered. As provided in the Indenture, the Securities may be
issued in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, may be
subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided or permitted. This
Security is one of the series designated on the face hereof
[, limited in
aggregate principal amount to
$_______________].

 


This
security is the general, unsecured, subordinated obligation of the
Company.

 


[If applicable, insert—The Securities of
this series are subject to redemption upon not less than _____
days’ notice by mail, [if applicable, insert, —1) on
_______________ in any year commencing with the year _____ and
ending with the year _____ through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the
principal amount, and (2) ] at any time [on or after _______________, 20__], as
a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [on
or before _______________, _____%, and if redeemed] during
the 12-month period beginning _______________ of the years
indicated,

 


	

Year

	
 

	

Redemption
Price

	
 

	

Year

	
 

	

Redemption
Price


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 






 


and
thereafter at a Redemption Price equal to _____% of the principal
amount, together in the case of any such redemption [if applicable,
insert—(whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant record dates referred to on the
face hereof, all as provided in the Indenture.]

 




 

18








 






 



[If applicable, insert—The Securities of this series are
subject to redemption upon not less than _____ nor more than _____
days’ notice by mail, (1) on _______________ in any year
commencing with the year _____ and ending with the year _____
through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth
in the table below, and (2) at any time [on or after
_______________], as a whole or in part, at the election of
the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning _______________ of the years
indicated,

 


	

Year

	
 

	

Redemption
Price for


Redemption
Through


Operation of
the Sinking


Fund

	
 

	

Redemption
Price for


Redemption
Otherwise


Than Through
Operation of


the Sinking
Fund


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 






 


and
thereafter at a Redemption Price equal to __% of the principal
amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the
relevant record dates referred to on the face hereof, all as
provided in the Indenture.]

 



[If applicable, insert—Notwithstanding the foregoing, the
Company may not, prior to _______________, redeem any Securities of
this series as contemplated by [clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in
accordance with generally accepted financial practice) of less than
_____% per annum.]

 



[If applicable, insert—The sinking fund for this series
provides for the redemption on _______________ in each year
beginning with the year _____ and ending with the year _____ of
[not less than] $_______________ [(“mandatory sinking
fund”) and not more than $_______________] aggregate
principal amount of Securities of this series. [Securities of this series
acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund
payments otherwise required to be made [If applicable, insert—
in the inverse order in which they become due].]

 



[If the Securities are subject to redemption in part of any kind,
insert—In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like tenor
for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]

 



[If applicable, insert—The Securities of this series are not
redeemable prior to Stated Maturity.]

 



[If the Security is not an Original Issue Discount Security,
insert—If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.]

 



[If the Security is an Original Issue Discount Security,
insert—If an Event of Default with respect to Securities of
this series shall occur and be continuing, an amount of principal
of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture. Such
amount shall be equal to —insert formula for determining the
amount. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the
Company’s obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series
shall terminate.]

 




 

19








 






 


The
Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, regardless of whether notation of such consent or
waiver is made upon this Security.

 


No
reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal
of (and premium, if any) and interest on this Security at the
times, place(s) and rate, and in the coin or currency, herein
prescribed.

 



[If a Global Security, insert—This Global Security or portion
hereof may not be exchanged for Definitive Securities of this
series except in the limited circumstances provided in the
Indenture. The holders of beneficial interests in this Global
Security will not be entitled to receive physical delivery of
Definitive Securities except as described in the Indenture and will
not be considered the Holders thereof for any purpose under the
Indenture.]

 



[If a Definitive Security, insert—As provided in the
Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the
office or agency of the Company in [If applicable, insert—any
place where the principal of and any premium and interest on this
Security are payable] [If applicable, insert—The City of New
York [, or, subject to any laws or regulations applicable thereto
and to the right of the Company (limited as provided in the
Indenture) to rescind the designation of any such transfer agent,
at the [main] offices of _______________ in _______________ or at
such other offices or agencies as the Company may designate]], duly
endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.]

 


The
Securities of this series are issuable only in registered form
without coupons in denominations of U.S. $________ and any integral
multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering
the same.

 


No
service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.

 




 

20








 






 


Prior
to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, regardless of
whether this Security be overdue, and none of the Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.

 


This
Security is subordinated in right of payment to Senior Debt, to the
extent and in the manner provided in the Indenture.

 


No
recourse under or upon any obligation, covenant or agreement of or
contained in the Indenture or of or contained in any Security, or
for any claim based thereon or otherwise in respect thereof, or in
any Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator,
stockholder, member, officer, manager or director, as such, past,
present or future, of the Company or of any successor Person,
either directly or through the Company or any successor Person,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment, penalty or otherwise; it
being expressly understood that all such liability is hereby
expressly waived and released by the acceptance hereof and as a
condition of, and as part of the consideration for, the Securities
and the execution of the Indenture.

 


The
Indenture provides that the Company (a) will be discharged from any
and all obligations in respect of the Securities (except for
certain obligations described in the Indenture), or (b) need not
comply with certain restrictive covenants of the Indenture, in each
case if the Company deposits, in trust, with the Trustee money or
U.S. Government Obligations (or a combination thereof) which
through the payment of interest thereon and principal thereof in
accordance with their terms will provide money, in an amount
sufficient to pay all the principal of and interest on the
Securities, but such money need not be segregated from other funds
except to the extent required by law.

 


Except
as otherwise defined herein, all terms used in this Security which
are defined in the Indenture shall have the meanings assigned to
them in the Indenture.

 



[If a Definitive Security, insert as a separate
page—

 



FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

 



(Please Print or Typewrite Name and Address of
Assignee)

 



the within instrument of RUMBLEON, INC. and does hereby irrevocably
constitute and appoint _______________ Attorney to transfer said
instrument on the books of the within-named Company, with full
power of substitution in the premises.

 



Please Insert Social Security or Other Identifying Number of
Assignee:

 


	


Dated:

	
 

	
 


	
 

	
 

	

(Signature)


 







 




 

21








 






 



NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within instrument in every
particular, without alteration or enlargement or any change
whatever.]

 


2.4           Global
Securities. Every Global Security authenticated and
delivered 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 A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR
A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

 


EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER
OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A
GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.

 


If
Securities of a series are issuable in whole or in part in the form
of one or more Global Securities, as specified as contemplated by
Section
3.1, then, notwithstanding clause (i) of Section 3.1 and
the provisions of Section 3.2,
any Global Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced or increased, as the case may be, to
reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any reduction or increase in the amount, of
Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as
shall be specified therein or in a Company Order. Subject to the
provisions of Section 3.3,
Section
3.4 and Section 3.5,
the Trustee shall deliver and redeliver any Global Security in the
manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. Any
instructions by the Company with respect to endorsement or delivery
or redelivery of a Global Security shall be in a Company Order
(which need not comply with Section 1.3 and
need not be accompanied by an Opinion of Counsel).

 


The
provisions of the last sentence of Section 3.3
shall apply to any Security represented by a Global Security if
such Security was never issued and sold by the Company and the
Company delivers to the Trustee the Global Security together with a
Company Order (which need not comply with Section 1.3 and
need not be accompanied by an Opinion of Counsel) with regard to
the reduction or increase, as the case may be, in the principal
amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section
3.3.

 


2.5           Form
of Trustee’s Certificate of Authentication. The
Trustee’s certificate(s) of authentication shall be in
substantially the following form:

 




 

22








 






 


This is
one of the Securities of the series designated [insert title of applicable
series] referred to in the within-mentioned
Indenture.

 


	

 

	
 

	

 


	

 

	as
Trustee	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
 

	

 


	

 

	

 

	
As Authenticating
Officer

	

 











 



ARTICLE THREE


THE
SECURITIES

 


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

 


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

 


(a)           the
title of the Securities of the series (which shall distinguish the
Securities of the series from all other Securities and which may be
part of a series of Securities previously issued);

 


(b)           any
limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 3.4,
Section
3.5, Section 3.6,
Section
9.6 or Section 11.7
and except for any Securities which, pursuant to Section 3.3,
are deemed never to have been authenticated and delivered
hereunder);

 


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

 


(d)           the
date or dates on which the principal of the Securities of the
series is payable or the method of determination
thereof;

 


(e)           the
rate or rates at which the Securities of the series shall bear
interest, if any, or the formula, method or provision pursuant to
which such rate or rates are determined, the date or dates from
which such interest shall accrue or the method of determination
thereof, the Interest Payment Dates on which such interest shall be
payable and the Regular Record Date for the interest payable on any
Interest Payment Date;

 


(f)           the
place or places where, subject to the provisions of Section 10.2,
the principal of and any premium and interest on Securities of the
series shall be payable, Securities of the series may be
surrendered for registration of transfer, Securities of the series
may be surrendered for exchange and notices, and demands to or upon
the Company in respect of the Securities of the series and this
Indenture may be served;

 


 




 

23








 






 


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

 


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

 


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

 


(j)           whether
payment of principal of and premium, if any, and interest, if any,
on the Securities of the series shall be without deduction for
taxes, assessments or governmental charges paid by Holders of the
series;

 


(k)           if
other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant
to Section
5.2;

 


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

 


(m)           if
and as applicable, that the Securities of the series shall be
issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for
such Global Security or Global Securities and any circumstances
other than those set forth in Section 3.5 in
which any such Global Security may be transferred to, and
registered and exchanged for Securities registered in the name of,
a Person other than the Depositary for such Global Security or a
nominee thereof and in which any such transfer may be
registered;

 


(n)           any
deletions from, modifications of or additions to the Events of
Default set forth in Section 5.1 or
the covenants of the Company set forth in Article Ten with respect
to the Securities of such series;

 


(o)           whether
and under what circumstances the Company will pay additional
amounts on the Securities of the series held by a Person who is not
a U.S. Person in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Company will
have the option to redeem the Securities of the series rather than
pay such additional amounts;

 


 




 

24








 






 


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

 


(q)           if
the Securities of the series are to be convertible into or
exchangeable for any other security or property of the Company,
including, without limitation, securities of another Person held by
the Company or its Affiliates and, if so, the terms
thereof;

 


(r)           if
other than as provided in Section 13.2
and Section 13.3,
the means of Legal Defeasance or Covenant Defeasance as may be
specified for the Securities of the series;

 


(s)           if
other than the Trustee, the identity of the initial Security
Registrar and any initial Paying Agent; and

 


(t)           any
other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture).

 


All
Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided
in or pursuant to the Board Resolution referred to above and
(subject to Section 3.3)
set forth, or determined in the manner provided, in the
Officer’s Certificate referred to above or in any such
indenture supplemental hereto.

 


All
Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without
the consent of the Holders, for increases in the aggregate
principal amount of such series of Securities and issuances of
additional Securities of such series or for the establishment of
additional terms with respect to the Securities of such
series.

 


If any
of the terms of the series are established by action taken by or
pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by an authorized officer or other
authorized person on behalf of the Company and delivered to the
Trustee at or prior to the delivery of the Officer’s
Certificate setting forth, or providing the manner for determining,
the terms of the series.

 


With
respect to Securities of a series subject to a Periodic Offering,
such Board Resolution or Officer’s Certificate may provide
general terms for Securities of such series and provide either that
the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined
by the Company or one or more agents thereof designated in an
Officer’s Certificate, in accordance with a Company
Order.

 


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

 


 




 

25








 






 


3.3           Execution,
Authentication, Delivery and Dating. The Securities shall be
executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer
or any of its Vice Presidents and need not be attested. The
signature of any of these officers on the Securities may be manual
or facsimile.

 


Securities bearing
the manual or facsimile signatures of individuals who were at any
time the proper officers of the Company shall bind the Company
notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such
Securities.

 


At any
time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order
shall authenticate and deliver such Securities; provided, however,
that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to
time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic
instructions from the Company or its duly authorized agents,
thereafter promptly confirmed in writing) acceptable to the Trustee
as may be specified by or pursuant to a Company Order delivered to
the Trustee prior to the time of the first authentication of
Securities of such series. If the forms or terms of the Securities
of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Section 2.1 and
Section
3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive such
documents as it may reasonably request. The Trustee shall also be
entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, an Opinion of Counsel
stating,

 


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

 


(b)           if
the terms of such Securities have been, or in the case of
Securities of a series offered in a Periodic Offering will be,
established in or pursuant to a Board Resolution as permitted by
Section
3.1, that such terms have been, or in the case of Securities
of a series offered in a Periodic Offering will be, established in
conformity with the provisions of this Indenture, subject, in the
case of Securities of a series offered in a Periodic Offering, to
any conditions specified in such Opinion of Counsel;
and

 


(c)           that
such Securities when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions
and assumptions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, subject to the
following limitations: (i) bankruptcy, insolvency, moratorium,
reorganization, liquidation, fraudulent conveyance or transfer and
other similar laws of general applicability relating to or
affecting the enforcement of creditors’ rights, or to general
equity principles, (ii) the availability of equitable remedies
being subject to the discretion of the court to which application
therefor is made; and (iii) such other usual and customary
matters as shall be specified in such Opinion of
Counsel.

 


 




 

26








 






 


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

 


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

 


With
respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any
of such Securities, on the form or forms and terms thereof and the
legality, validity, binding effect and enforceability thereof, upon
the Opinion of Counsel and the other documents delivered pursuant
to Section
2.1 and Section 3.1 and
this Section, as applicable, in connection with the first
authentication of Securities of such series.

 


Each
Security shall be dated the date of its
authentication.

 


No
Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature of
an authorized officer, and such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled
to the benefits of this Indenture. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 for
all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

 


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

 


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

 




 

27








 






 


3.5           Registration,
Registration of Transfer and Exchange. The Company shall
cause to be kept at the office or agency of the Company in the
Borough of Manhattan, the City of New York or in any other office
or agency of the Company in a Place of Payment required by
Section
10.2 a register (the register maintained in such office
being herein sometimes referred to as the “Security
Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The
Trustee is hereby appointed as the initial “Security
Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided, and its corporate
trust office in New York City, which, at the date hereof, is
located at [_____________________], New York, New York [_____], is
the initial office or agency in the Borough of Manhattan where the
Securities Register will be maintained. The Company may at any time
replace such Security Registrar, change such office or agency or
act as its own Security Registrar. The Company will give prompt
written notice to the Trustee of any change of the Security
Registrar or of the location of such office or agency.

 


Upon
surrender for registration of transfer of any Security of any
series at the office or agency maintained pursuant to Section 10.2
for such purpose, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of the same series and
tenor, of any authorized denominations and of a like aggregate
principal amount.

 


At the
option of the Holder, Securities of any series (except a Global
Security) may be exchanged for other Securities of the same series
and tenor, of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute and the Trustee
shall authenticate and deliver the Securities, which the Holder
making the exchange is entitled to receive.

 


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

 


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

 


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

 




 

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

 


Notwithstanding any
other provisions of this Indenture and except as otherwise
specified with respect to any particular series of Securities as
contemplated by Section 3.1, a
Global Security representing all or a portion of the Securities of
a series may not be transferred, except as a whole by the
Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of
such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor
Depositary. Every Security authenticated and delivered upon
registration of, transfer of, or in exchange for or in lieu of, a
Global Security shall be a Global Security except as provided in
the two paragraphs immediately following.

 


If at
any time the Depositary for any Securities of a series represented
by one or more Global Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such Securities
or if at any time the Depositary for such Securities shall no
longer be eligible to continue as Depositary under Section 3.1 or
ceases to be a clearing agency registered under the Exchange Act,
the Company shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is
not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the
Company’s election pursuant to Section 3.1
that such Securities be represented by one or more Global
Securities shall no longer be effective and the Company will
execute and the Trustee, upon receipt of a Company Order for the
authentication and delivery of Definitive Securities of such
series, will authenticate and deliver, Securities of such series in
definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing
such Securities in exchange for such Global Security or Securities
registered in the names of such Persons as the Depositary shall
direct.

 


The
Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more
Global Securities shall no longer be represented by a Global
Security or Securities. In such event, the Company will execute and
the Trustee, upon receipt of a Company Order for the authentication
and delivery of the Definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations,
in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such Securities in
exchange for such Global Security or Securities registered in the
names of such Persons as the Depositary shall direct.

 




 

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If
specified by the Company pursuant to Section 3.1
with respect to Securities represented by a Global Security, the
Depositary for such Global Security may surrender such Global
Security in exchange in whole or in part for Securities of the same
series and tenor in definitive registered form on such terms as are
acceptable to the Company, the Trustee and such Depositary.
Thereupon, the Company shall execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of
Securities in definitive registered form, shall authenticate and
deliver, without service charge,

 


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

 


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

 


Every
Person who takes or holds any beneficial interest in a Global
Security agrees that:

 


(a)           the
Company and the Trustee may deal with the Depositary as sole owner
of the Global Security and as the authorized representative of such
Person;

 


(b)           such
Person’s rights in the Global Security shall be exercised
only through the Depositary and shall be limited to those
established by law and agreement between such Person and the
Depositary and/or direct and indirect participants of the
Depositary;

 


(c)           the
Depositary and its participants make book-entry transfers of
beneficial ownership among, and receive and transmit distributions
of principal and interest on the Global Securities to, such Persons
in accordance with their own procedures; and

 


(d)           none
of the Company, the Trustee, nor any agent of any of them will have
any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests.

 


3.6           Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated
Security is surrendered to the Trustee, together with, in proper
cases, such security or indemnity as may be required by the Company
or the Trustee to save each of them and any agent of any of them
harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the
same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

 


 




 

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

 


In case
any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such
Security.

 


Upon
the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the
Trustee) connected therewith.

 


Every
new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company
regardless of whether 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.

 


The
provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen
Securities.

 


3.7           Payment
of Interest; Interest Rights Preserved. Except as otherwise
provided as contemplated by Section 3.1
with respect to any series of Securities, interest on any Security
which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such
interest.

 


Any
interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted
Interest”) shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (a) or
(b) below:

 


 




 

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

 


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

 


Subject
to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

 


3.8           Persons
Deemed Owners. Except as otherwise provided as contemplated
by Section
3.1 with respect to any series of Securities, prior to due
presentment of a Security for registration of transfer, the
Company, the Trustee and any agent thereof may treat the Person in
whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 3.5 and
Section
3.7) any interest on such Security and for all other
purposes whatsoever, regardless of whether such Security be
overdue, and none of the Company, the Trustee nor any agent of any
of them shall be affected by notice to the contrary.

 


No
holder of any beneficial interest in any Global Security held on
its behalf by a Depositary shall have any rights under this
Indenture with respect to such Global Security, and such Depositary
may be treated by the Company, the Trustee and any agent thereof as
the owner of such Global Security for all purposes
whatsoever.

 


3.9           Cancellation.
All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The
Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly canceled by the Trustee.
No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held
by the Trustee shall be disposed of in accordance with its
customary practices, and the Trustee shall thereafter deliver to
the Company a certificate with respect to such disposition from
time to time upon written request.

 


 




 

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

 


3.11           CUSIP
or CINS Numbers. The Company in issuing the Securities may
use “CUSIP” or “CINS” numbers (if then
generally in use, and in addition to the other identification
numbers printed on the Securities), and, if so, the Trustee shall
use “CUSIP” or “CINS” numbers in notices of
redemption as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the
correctness of such “CUSIP” or “CINS”
numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the
other identification numbers printed on the Securities, and any
such redemption shall not be affected by any defect in or omission
of such “CUSIP” or “CINS”
numbers.

 



ARTICLE FOUR


SATISFACTION AND
DISCHARGE

 


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

 


(a)           either

 


(i)           all
such Securities theretofore authenticated and delivered (other than
(A) such Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 3.6,
and (B) such Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3)
have been delivered to the Trustee for cancellation;
or

 


(ii)           all
such Securities not theretofore delivered to the Trustee for
cancellation

 


(A)           have
become due and payable, or

 


(B)           will
become due and payable at their Stated Maturity within one year,
or

 


 




 

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(C)           are
to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the
Company,

 


and the
Company, in the case of (A), (B) or (C) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for
such purpose an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be, together with instructions
from the Company irrevocably directing the Trustee to apply such
funds to the payment thereof at maturity or redemption, as the case
may be;

 


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

 


(c)           the
Company has delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, which, taken together, state that all
conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture with respect to such
Securities have been complied with.

 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to
the Securities of any series, (x) the obligations of the Company to
the Trustee under Section 6.7,
the obligations of the Trustee to any Authenticating Agent under
Section
6.14 and the right of the Trustee to resign under
Section
6.10 shall survive, and (y) if money shall have been
deposited with the Trustee pursuant to clause (a) of this Section,
the obligations of the Company and the Trustee under Section 4.2,
Section
6.6 and Section 10.2
and the last paragraph of Section 10.3
shall survive.

 


4.2           Application
of Trust Money. Subject to the provisions of the last
paragraph of Section 10.3,
all money deposited with the Trustee pursuant to Section 4.1
shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the
Trustee.

 



ARTICLE FIVE


REMEDIES

 


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

 


(a)           default
in the payment of any interest upon any Security of that series
when it becomes due and payable, and continuance of such default
for a period of 30 days (regardless of whether such payment is
prohibited by the provisions of Article Fourteen hereof);
or

 


 




 

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(b)           default
in the payment of the principal of (or premium, if any, on) any
Security of that series at its Maturity (regardless of whether such
payment is prohibited by the provisions of Article Fourteen
hereof); or

 


(c)           default
in the performance, or breach, of the covenant set forth in
Section
8.1; or

 


(d)           default
in the performance, or breach, of any covenant in this Indenture
(other than the covenant in Section 8.1 or
any other covenant a default in whose performance or whose breach
is elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of
a series of Securities other than that series), and continuance of
such default or breach for a period of 60 days after there has been
given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that
series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a
“Notice of
Default” hereunder; or

 


(e)           the
Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law (i) commences a voluntary case
or proceeding, (ii) consents to the entry of any decree or
order for relief against it in an involuntary case or proceeding,
(iii) consents to the appointment of a Custodian of it or for
all or substantially all of its property, (iv) makes a general
assignment for the benefit of its creditors, (v) consents to
or acquiesces in the institution of a bankruptcy or an insolvency
proceeding against it, (vi) takes any corporate action to
authorize or effect any of the foregoing, or (vii) takes any
comparable action under any foreign laws relating to insolvency;
or

 


(f)           a
court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that (i) is for relief against the Company or
any Significant Subsidiary in an involuntary case,
(ii) appoints a Custodian of the Company or any Significant
Subsidiary for all or substantially all of its property, or
(iii) orders the liquidation or winding up of the Company or
any Significant Subsidiary; and the order or decree remains
unstayed and in effect for 30 consecutive days; or

 


(g)           default
in the deposit of any sinking fund payment when due;
or

 


(h)           any
other Event of Default provided with respect to Securities of that
series in accordance with Section
3.1.

 


5.2           Acceleration
of Maturity; Rescission and Annulment. If an Event of
Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series), together with any
accrued and unpaid interest thereon, of all of the Securities of
that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or specified
amount), together with any accrued and unpaid interest thereon,
shall become immediately due and payable. Notwithstanding the
foregoing, if an Event of Default specified in clause (e) or (f) of
Section
5.1 occurs, the Securities of any series at the time
Outstanding shall be due and payable immediately without further
action or notice.

 




 

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

 


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

 


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

 


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

 


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

 


(iv)           all
sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and

 


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

 


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

 


5.3           Collection
of Indebtedness and Suits for Enforcement by Trustee. The
Company covenants that if:

 


(a)           default
is made in the payment of any installment of interest on any
Security when such interest becomes due and payable and such
default continues for a period of 30 days (regardless of whether
such payment is prohibited by the provisions of Article Fourteen
hereof), or

 


(b)           default
is made in the payment of the principal of (or premium, if any, on)
any Security at the Maturity thereof (regardless of whether such
payment is prohibited by the provisions of Article Fourteen
hereof),

 




 

36








 






 


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

 


If the
Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other
obligor upon such Securities and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities,
wherever situated.

 


If an
Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of
Securities of such series by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper
remedy.

 


5.4           Trustee
May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding
relative to the Company or any other obligor upon the Securities,
their property or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall
be entitled and empowered, by intervention in such proceeding or
otherwise,

 


(a)           to
file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel)
and of the Holders allowed in such judicial proceeding,
and

 


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

 


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

 




 

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No
provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, compromise, arrangement,
adjustment or composition affecting the Securities or the rights of
any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for
the election of a trustee in bankruptcy or similar official and be
a member of a creditors’ or other similar
committee.

 


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

 


5.6           Application
of Money Collected. Any money collected by the Trustee
pursuant to this Article Five shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money on account of principal or any
premium or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

 


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

 


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

 


THIRD:
The balance, if any, to the Company.

 


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

 


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

 


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

 


(c)           such
Holder or Holders have offered to the Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in
compliance with such request;

 


 




 

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(d)           the
Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding;
and

 


(e)           no
direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that
series;

 


it
being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other of such Holders, or to obtain or
to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all
such Holders.

 


5.8           Unconditional
Right of Holders to Receive Principal, Premium and Interest.
Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any
premium and (subject to Section 3.5 and
Section
3.7) interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.

 


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

 


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

 


5.11           Delay
or Omission Not Waiver. To fullest extent permitted by
applicable law, no delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article Five or by
law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

 




 

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5.12           Control
by Holders. The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series; provided,
however,
that:

 


(a)           such
direction shall not be in conflict with any rule of law or with
this Indenture;

 


(b)           the
Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction; and

 


(c)           subject
to the provisions of Section 6.1,
the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall determine that the
proceeding so directed would involve the Trustee in personal
liability.

 


5.13           Waiver
of Past Defaults. By written notice to the Company and the
Trustee, the Holders of not less than a majority in principal
amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences,
except:

 


(a)           a
continuing default in the payment of the principal of or any
premium or interest on any Security of such series, or

 


(b)           a
default in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series
affected.

 


Upon
any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture, but no such waiver shall
extend to any subsequent or other default or impair any right
consequent thereon.

 


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

 


 




 

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5.15           Waiver
of Stay or Extension Laws. The Company covenants (to the
extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will
not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been
enacted.

 



ARTICLE SIX


THE
TRUSTEE

 


6.1           Certain
Duties and Responsibilities.

 


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

 


(i)           the
Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture and as are provided by
the Trust Indenture Act, and no implied covenants or obligations
shall be read into this Indenture against the Trustee;
and

 


(ii)           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 they conform to the
requirements of this Indenture.

 


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

 


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

 


(i)           this
Subsection shall not be construed to limit the effect of Subsection
(a) of this Section;

 




 

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

 


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

 


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

 


(d)           Regardless
of whether therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the
provisions of this Section.

 


6.2           Notice
of Defaults. Within 90 days after the occurrence of any
Default hereunder with respect to the Securities of any series, the
Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security
Register, notice of such Default hereunder known to the Trustee,
unless such Default shall have been cured or waived; provided, however, that, except
in the case of a Default in the payment of the principal of or any
premium or interest on any Security of such series or in the
payment of any sinking fund installment with respect to Securities
of such series, the Trustee may withhold from Holders of Securities
notice of any continuing Default or Event of Default if the Trustee
in good faith determines that the withholding of such notice is in
the interest of the Holders of Securities of such series; and,
provided,
further,
that in the case of any Default of the character specified in
Section
5.1(c) with respect to Securities of such series, no such
notice to Holders shall be given until at least 90 days after the
occurrence thereof and that in the case of any Default of the
character specified in Section 5.1(e)
with respect to Securities of such series, no such notice to
Holders shall be given until at least 180 days after the occurrence
thereof.

 


6.3           Certain
Rights of Trustee. Subject to the provisions of Section 6.1:

 


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

 




 

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(b)           any
request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security to the Trustee for authentication and
delivery pursuant to Section 3.3,
which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors may be sufficiently evidenced
by a Board Resolution;

 


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

 


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

 


(e)           the
Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless
such Holders shall have offered to the Trustee reasonable security
or indemnity against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or
direction;

 


(f)           the
Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or
other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally
or by agent or attorney;

 


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

 


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

 


(i)           the
Trustee shall be entitled to the rights and protections afforded to
the Trustee pursuant to this Article Six in acting as a Paying
Agent or Security Registrar hereunder; and

 


(j)           the
Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in
fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes
and this Indenture.

 




 

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6.4           Not
Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except the
Trustee’s certificates of authentication, shall be taken as
the statements of the Company and the Trustee or any Authenticating
Agent assumes no responsibility for their correctness. Neither the
Trustee nor any Authenticating Agent makes any representations as
to the validity or sufficiency of this Indenture or of the
Securities. The Trustee or any Authenticating Agent shall not be
accountable for the use or application by the Company of Securities
or the proceeds thereof.

 


6.5           May
Hold Securities. The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the
Company in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 310(b)
and 311 of the Trust Indenture Act and Section 6.8,
Section
6.9 and Section 6.13,
may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

 


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

 


6.7           Compensation
and Reimbursement. The Company agrees:

 


(a)           to
pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of
a trustee of an express trust);

 


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

 


(c)           to
indemnify each of the Trustee and its officers, directors, agents
and employees for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or willful
misconduct on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.

 


As
security for the performance of the obligations of the Company
under this Section the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of
principal of (and premium, if any) or interest on particular
Securities.

 


 




 

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Without
limiting any rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 5.1(e)
or Section 5.1(f),
the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services of the Trustee are
intended to constitute expenses of administration under any
applicable Bankruptcy Law.

 


The
provisions of this Section 6.7
shall survive the satisfaction and discharge of this Indenture and
the Legal Defeasance of the Securities.

 


6.8           Disqualification;
Conflicting Interests. Reference is made to Section 310(b)
of the Trust Indenture Act. There shall be excluded from the
operation of Section
310(b)(1) of the Trust Indenture Act this Indenture with
respect to the Securities of more than one series.

 


6.9           Corporate
Trustee Required; Eligibility. There shall at all times be a
Trustee hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and
surplus required by the Trust Indenture Act, subject to supervision
or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of
condition so published. The Trustee shall not be an obligor upon
the Securities or an Affiliate thereof. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article Six.

 


6.10           Resignation
and Removal; Appointment of Successor.

 


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

 


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

 


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

 


 




 

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(d)           If
at any time:

 


(i)           the
Trustee shall fail to comply with Section 310(b)
of the Trust Indenture Act after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or

 


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

 


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

 


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

 


(f)           The
Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities
of any series to all Holders of Securities of such series in the
manner provided in Section 1.7.
Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its
Corporate Trust Office.

 




 

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6.11           Acceptance
of Appointment by Successor.

 


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

 


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

 


 




 

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

 


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

 


6.12           Merger,
Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this
Article Six, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated
such Securities.

 


6.13           Preferential
Collection of Claims Against Company. Reference is made to
Section 311 of the
Trust Indenture Act. For purposes of Section 311(b) of the Trust
Indenture Act,

 


(a)           the
term “cash
transaction” means any transaction in which full
payment for goods or securities sold is made within seven days
after delivery of the goods or securities in currency or in checks
or other orders drawn upon banks or bankers and payable upon
demand;

 


(b)           the
term “self-liquidating
paper” means any draft, bill of exchange, acceptance
or obligation which is made, drawn, negotiated or incurred by the
Company for the purpose of financing the purchase, processing,
manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or
the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, provided
the security is received by the Trustee simultaneously with the
creation of the creditor relationship with the Company arising from
the making, drawing, negotiating or incurring of the draft, bill of
exchange, acceptance or obligation.

 




 

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6.14           Appointment
of Authenticating Agent. The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6,
and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed
on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under
the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by
Federal or State authority. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately in
the manner and with the effect specified in this
Section.

 


Any
corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall be a party, or any corporation
succeeding to all or substantially all of the corporate agency or
corporate trust business of an Authenticating Agent, shall continue
to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or
filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

 


An
Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to
the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage
prepaid, to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this
Section.

 


Except
with respect to an Authenticating Agent appointed at the request of
the Company, the Trustee agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under
this Section 6.14,
and the Trustee shall be entitled to be reimbursed by the Company
for such payments, subject to the provisions of Section
6.7.

 


If an
appointment with respect to one or more series is made pursuant to
this Section 6.14,
the Securities of such series may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an
alternate certificate of authentication in the following
form:

 


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

 




 

49








 






 

 



	

 

	
 

	

 


	

 

	as
Trustee	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
 

	

 


	

 

	

 

	
As Authenticating
Officer

	

 


	

 

	

 

	
 

	

 


	

 

	

 

	
 

	

 


	

 

	

 

	
 

	

 


	

 

	

 

	
 

	

 


	

 

	

By:  

	
As Authenticating
Officer 

	

 


	

 

	

 

	
 

	

 













  




 



ARTICLE SEVEN


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

 


7.1           Company
to Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the
Trustee:

 


(a)           semi-annually,
not more than 15 days after each Regular Record Date for a series
of Securities, a list for such series of Securities, in such form
as the Trustee may reasonably require, of the names and addresses
of the Holders of Securities of such series as of such Regular
Record Date, and

 


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

 


7.2           Preservation
of Information; Communications to Holders.

 


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

 


(b)           If
three or more Holders (herein referred to as “applicants”)
apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for
a period of at least six months preceding the date of such
application, and such application states that the applicants desire
to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by
a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five
business days after the receipt of such application, at its
election, either

 




 

50








 






 


(i)           afford
such applicants access to the information preserved at the time by
the Trustee in accordance with Section 7.2(a),
or

 


(ii)        
inform such applicants as to the approximate number of Holders
whose names and addresses appear in the information preserved at
the time by the Trustee in accordance with Section 7.2(a),
and as to the approximate cost of mailing to such Holders the form
of proxy or other communication, if any, specified in such
application.

 


If the
Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in
the information preserved at the time by the Trustee in accordance
with Section 7.2(a)
a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a
tender to the Trustee of the material to be mailed and of payment,
or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee
shall mail to such applicants and file with the SEC, together with
a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be
contrary to the best interest of the Holders or would be in
violation of applicable law. Such written statement shall specify
the basis of such opinion. If the SEC, after opportunity for a
hearing upon the objections specified in the written statement so
filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or
more of such objections, the SEC shall find, after notice and
opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation
or duty to such applicants respecting their
application.

 


(c)           Every
Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company nor the
Trustee nor any agent of any of them shall be held accountable by
reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.2(b),
regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section
7.2(b).

 


7.3           Reports
by Trustee. Any Trustee’s report required pursuant to
Section
313(a) of the Trust Indenture Act shall be dated as of May
15, and shall be transmitted within 60 days after May 15 of each
year (but in all events at intervals of not more than 12 months),
commencing with the year 20__, by mail to all Holders, as their
names and addresses appear in the Security Register. A copy of each
such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any
Securities are listed, with the SEC and with the Company. The
Company will notify the Trustee when any Securities are listed on
any stock exchange.

 


 




 

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7.4           Reports
by Company. The Company shall:

 


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

 


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

 


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

 



ARTICLE EIGHT


CONSOLIDATION,
AMALGAMATION, MERGER AND SALE

 


8.1           Company
May Consolidate, Etc., Only on Certain Terms. The Company
shall not consolidate or merge with or into any other Person or
sell, convey, transfer, lease or otherwise dispose of all or
substantially all of the properties and assets of the Company on a
consolidated basis to any other Person, and shall not permit any
Person to consolidate or merge into the Company,
unless:

 


(a)           either:
(i) the Company is the surviving corporation; or (ii) the
Person formed by or surviving any such consolidation, amalgamation
or merger or resulting from such conversion (if other than the
Company) or to which such sale, assignment, transfer, conveyance or
other disposition has been made is a corporation, limited liability
company or limited partnership organized or existing under the laws
of the United States, any state of the United States or the
District of Columbia;

 


(b)           the
Person formed by or surviving any such conversion, consolidation,
amalgamation or merger (if other than the Company) or the Person to
which such sale, assignment, transfer, conveyance or other
disposition has been made assumes all the obligations of the
Company under the Securities and this Indenture pursuant to
agreements reasonably satisfactory to the Trustee; provided that,
unless such Person is a corporation, a corporate co-issuer of the
Securities will be added to this Indenture by agreements reasonably
satisfactory to the Trustee;

 


 




 

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(c)           immediately
before and after giving pro forma effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have occurred and
be continuing; and

 


(d)           the
Company has delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each stating that such consolidation,
amalgamation, merger, conveyance, sale, transfer or lease and such
supplemental indenture, if any, comply with this Article Eight and
that all conditions precedent herein provided for relating to such
transaction have been complied with.

 


8.2           Successor
Substituted. Upon any consolidation or merger of the Company
with or into any other Person or any sale, conveyance, transfer,
lease or other disposition of all or substantially all of the
properties and assets of the Company on a consolidated basis in
accordance with Section 8.1,
the successor or resulting Person formed by or resulting upon such
consolidation or merger (if other than the Company) or to which
such sale, conveyance, transfer, lease or other disposition is made
shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same
effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the
predecessor Company shall be relieved of all obligations and
covenants under this Indenture and the Securities.

 



ARTICLE NINE


AMENDMENT,
SUPPLEMENT AND WAIVER

 


9.1           Without
Consent of Holders. The Company and the Trustee may amend or
supplement this indenture or the Securities without the consent of
any holder of a Security:

 


(a)           to
cure any ambiguity or to correct or supplement any provision herein
that may be inconsistent with any other provision herein in a
manner that does not adversely affect the rights of any Holder of
Securities in any material respect; or

 


(b)           to
evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company
herein and, to the extent applicable, to the Securities;
or

 


(c)           to
provide for uncertificated Securities in addition to or in place of
certificated Securities; provided that the uncertificated
Securities are issued in registered form for purposes of
Section
163(f) of the Code, or in the manner such that the
uncertificated Securities are described in Section
163(f)(2)(B) of the Code; or

 


(d)           to
secure the Securities of any series; or

 




 

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(e)           to
add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as the Company shall
consider to be appropriate for the benefit of the Holders of all or
any series of Securities (and if such covenants, restrictions,
conditions or provisions are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company and
to make the occurrence, or the occurrence and continuance, of a
Default in any such additional covenants, restrictions, conditions
or provisions an Event of Default permitting the enforcement of all
or any of the several remedies provided in this Indenture as herein
set forth; provided, that in respect of any such additional
covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate
enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit
the right of the Holders of a majority in aggregate principal
amount of the Securities of such series to waive such an Event of
Default; or

 


(f)           to
make any change to any provision of this Indenture that does not
adversely affect the rights or interests of any Holder of
Securities; or

 


(g)           to
provide for the issuance of additional Securities in accordance
with the provisions set forth in this Indenture on the date of this
Indenture; or

 


(h)           to
add any additional Defaults or Events of Default in respect of all
or any series of Securities; or

 


(i)           to
add to, change or eliminate any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
or

 


(j)           to
change or eliminate any of the provisions of this Indenture;
provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture that is
entitled to the benefit of such provision; or

 


(k)           to
establish the form or terms of Securities of any series as
permitted by Section 2.1 and
Section
3.1, including to reopen any series of any Securities as
permitted under Section 3.1;
or

 


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

 


(m)           to
conform the text of this Indenture (and/or any supplemental
indenture) or any debt securities issued thereunder to any
provision of a description of such debt securities appearing in a
prospectus or prospectus supplement or an offering memorandum or
offering circular to the extent that such provision was intended to
be a verbatim recreation of a provision of the indenture (and/or
any supplemental indenture) or any debt securities issued
thereunder; or

 




 

54








 






 


(n)           to
modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualification of
this Indenture under the Trust Indenture Act or under any similar
federal statute subsequently enacted, and to add to this Indenture
such other provisions as may be expressly required under the Trust
Indenture Act.

 


After
an amendment under this Section 9.1
becomes effective, the Company shall mail to Holders a notice
briefly describing such amendment. The failure to give such notice
to Holders, or any defect therein, shall not impair or affect the
validity of an amendment under this Section
9.1.

 


Upon
the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or
supplemental indenture, the Trustee is hereby authorized to join
with the Company in the execution of any such supplemental
indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the
conveyance, transfer, assignment, mortgage, charge or pledge of any
property thereunder, but the Trustee shall not be obligated to
enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this
Indenture or otherwise.

 


9.2           With
Consent of Holders. The Company and the Trustee may amend or
supplement this Indenture and the Securities with the consent of
the Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series of Securities affected by
such amendment or supplemental indenture, with each such series
voting as a separate class (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or
exchange offer for Securities) and, subject to Section 5.8 and
Section
5.13 hereof, any existing Default or Event of Default or
compliance with any provision of this Indenture or the Securities
may be waived with respect to each series of Securities with the
consent of the Holders of a majority in principal amount of the
Outstanding Securities of such series voting as a separate class
(including consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Securities).

 


Upon
the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders
of Securities as aforesaid, and upon receipt by the Trustee of the
documents described in Section 6.3
hereof, the Trustee will join with the Company in the execution of
such amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental
Indenture.

 


It is
not be necessary for the consent of the Holders of Securities under
this Section 9.2 to
approve the particular form of any proposed amendment or waiver,
but it is sufficient if such consent approves the substance of the
proposed amendment or waiver.

 




 

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After
an amendment, supplement or waiver under this Section 9.2
becomes effective, the Company will mail to the Holders of
Securities affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail
such notice, or any defect therein, will not, however, in any way
impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Section 5.8 and
Section
5.13 hereof, the application of or compliance with, either
generally or in any particular instance, of any provision of this
Indenture or the Securities may be waived as to each series of
Securities by the Holders of a majority in aggregate principal
amount of the Outstanding Securities of such series. However,
without the consent of each Holder affected, an amendment or waiver
under this Section 9.2 may
not (with respect to any Securities held by a non-consenting
Holder):

 


(a)           change
the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due
and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.2, or
change any Place of Payment where, or the coin or currency in
which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date),
or

 


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

 


(c)           modify
any of the provisions of this Section 9.2,
Section
5.8, Section 5.13 or
Section
10.6, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding
Security affected thereby, provided, however, that this
clause (c) shall not be deemed to require the consent of any
Holder with respect to changes in the references to
“the
Trustee” and concomitant changes in this Section, or
the deletion of this proviso, in accordance with the requirements
of Section
6.11(b) and Section 9.1(l);
or

 


(d)           waive
a redemption payment with respect to any Security; provided,
however, that any purchase or repurchase of Securities shall not be
deemed a redemption of the Securities; or

 


(e)           make
any change in the foregoing amendment and waiver
provisions.

 


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

 




 

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

 


9.3           Execution
of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1)
shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.

 


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

 


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

 


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

 



ARTICLE TEN


COVENANTS

 


10.1           Payment
of Principal, Premium and Interest. The Company covenants
and agrees for the benefit of each series of Securities that it
will duly and punctually pay the principal of and any premium and
interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

 


10.2           Maintenance
of Office or Agency. The Company will maintain in the
Borough of Manhattan, The City of New York, an office or agency
(which may be an office of the Trustee or Registrar or agent of the
Trustee or Registrar) where Securities of that series may be
presented or surrendered for payment, where Securities of that
series may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency.
If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the
Trustee.

 




 

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

 


Except
as otherwise specified with respect to a series of Securities as
contemplated by Section 3.1,
the Company hereby initially designates the office of the Trustee
located at [_____________], New York, New York [_____], as the
Company’s office or agency for each such purpose for each
series of Securities.

 


10.3           Money
for Securities Payments to be Held in Trust. If the Company
shall at any time act as its own Paying Agent, with respect to any
series of Securities, it will, on or before each due date of the
principal of and any premium or interest on any of the Securities
of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal and
any premium and interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to
act.

 


Whenever the
Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of and
any premium or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal and any
premium or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium
or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure
so to act. For purposes of this Section 10.3,
should a due date for principal of and any premium or interest on,
or sinking fund payment with respect to any series of Securities
not be on a Business Day, such payment shall be due on the next
Business Day without any interest for the period from the due date
until such Business Day.

 


The
Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent
will:

 


(a)           hold
all sums held by it for the payment of the principal of and any
premium or interest on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein
provided;

 




 

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(b)           give
the Trustee notice of any Default by the Company (or any other
obligor upon the Securities of that series) in the making of any
payment of principal and any premium or interest on the Securities
of that series; and

 


(c)           at
any time during the continuance of any such Default, upon the
written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.

 


The
Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying
Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with
respect to such money.

 


Subject
to any applicable escheat or abandoned property laws, any money
deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of and any
premium or interest on any Security of any series and remaining
unclaimed for one year after such principal and any premium or
interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease;
provided,
however,
that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

 


10.4           Existence.
Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect
its existence, rights (charter and statutory) and franchises;
provided, however, that the Company shall not be required to
preserve any such right or franchise if the Company shall determine
that the preservation thereof is no longer desirable in the conduct
of the business of the Company.

 


10.5           Statement
by Officer as to Default. Annually, within 150 days after
the close of each fiscal year beginning with the first fiscal year
during which one or more series of Securities are Outstanding, the
Company will deliver to the Trustee a brief certificate (which need
not include the statements set forth in Section 1.3)
from the principal executive officer, principal financial officer
or principal accounting officer of the Company as to his or her
knowledge of the Company’s compliance (without regard to any
period of grace or requirement of notice provided herein) with all
conditions and covenants under the Indenture and, if the Company
shall be in Default, specifying all such Defaults and the nature
and status thereof of which such officer has
knowledge.

 


 




 

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10.6           Additional
Amounts. If the Securities of a series provide for the
payment of additional amounts (as provided in Section
3.1(o)), at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities and at least
10 days prior to each date of payment of principal of, premium, if
any, or interest on the Securities of that series if there has been
a change with respect to the matters set forth in the
below-mentioned Officer’s Certificate, the Company shall
furnish to the Trustee and the principal Paying Agent, if other
than the Trustee, an Officer’s Certificate instructing the
Trustee and such Paying Agent whether such payment of principal of,
premium, if any, or interest on the Securities of that series shall
be made to holders of the Securities of that series without
withholding or deduction for or on account of any tax, assessment
or other governmental charge described in the Securities of that
series. If any such withholding or deduction shall be required,
then such Officer’s Certificate shall specify by country the
amount, if any, required to be withheld or deducted on such
payments to such holders and shall certify the fact that additional
amounts will be payable and the amounts so payable to each holder,
and the Company shall pay to the Trustee or such Paying Agent the
additional amounts required to be paid by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officer’s Certificate
furnished pursuant to this Section
10.6.

 


Whenever in this
Indenture there is mentioned, in any context, the payment of the
principal of or any premium, interest or any other amounts on, or
in respect of, any Securities of any series, such mention shall be
deemed to include mention of the payment of additional amounts
provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, additional amounts are,
were or would be payable in respect thereof pursuant to such terms,
and express mention of the payment of additional amounts (if
applicable) in any provision hereof shall not be construed as
excluding the payment of additional amounts in those provisions
hereof where such express mention is not made.

 



ARTICLE ELEVEN


REDEMPTION OF
SECURITIES

 


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

 


11.2           Election
to Redeem; Notice to Trustee. The election of the Company to
redeem any Securities shall be evidenced by a Board Resolution. In
case of any redemption at the election of the Company of less than
all the Securities of any series, the Company shall, at least 15
days prior to the last date for the giving of notice of such
redemption (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture or (b)
pursuant to an election of the Company that is subject to a
condition specified in the terms of the Securities of the series to
be redeemed, the Company shall furnish the Trustee with an
Officer’s Certificate evidencing compliance with such
restriction or condition.

 


 




 

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11.3           Selection
by Trustee of Securities to be Redeemed. If less than all
the Securities of any series are to be redeemed (unless all of the
Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be
selected not more than 45 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series not
previously called for redemption, by lot, pro rata or by another
method as the Trustee shall deem fair and appropriate, including
any method required by the Depository with respect to any Global
Securities (and in such manner as is not prohibited by applicable
legal requirements) and which may provide for the selection for
redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for
Securities of that series.

 


The
Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount
thereof to be redeemed. If the Securities of any series to be
redeemed consist of Securities having different dates on which the
principal is payable or different rates of interest, or different
methods by which interest may be determined or have any other
different tenor or terms, then the Company may, by written notice
to the Trustee, direct that the Securities of such series to be
redeemed shall be selected from among the groups of such Securities
having specified tenor or terms and the Trustee shall thereafter
select the particular Securities to be redeemed in the manner set
forth in the preceding paragraph from among the group of such
Securities so specified.

 


For all
purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed
only in part, to the portion of the principal amount of such
Securities which has been or is to be redeemed.

 


11.4           Notice
of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security
Register.

 


All
notices of redemption shall state:

 


(a)           the
Redemption Date,

 


(b)           the
Redemption Price, or if not then ascertainable, the manner of
calculation thereof,

 


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

 




 

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

 


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

 


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

 


Notice
of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the
Company.

 


11.5           Deposit
of Redemption Price. Prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 10.3)
an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on
that date.

 


11.6           Securities
Payable on Redemption Date. Notice of redemption having been
given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption
Date; provided,
however, that
unless otherwise specified with respect to Securities of any series
as contemplated in Section 3.1,
installments of interest whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant record dates
according to their terms and the provisions of Section
3.7.

 


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

 


11.7           Securities
Redeemed in Part. Any Security which is to be redeemed only
in part shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or
Securities of the same series and tenor, of any authorized
denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

 


 




 

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ARTICLE TWELVE


SINKING
FUNDS

 


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

 


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

 


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

 


12.3           Redemption
of Securities for Sinking Fund. Not less than 45 days prior
to each sinking fund payment date for any series of Securities
(unless a shorter period shall be satisfactory to the Trustee), the
Company will deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and
the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 12.2
and stating the basis for such credit and that such Securities have
not been previously so credited, and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3
and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in
Section
11.4. Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner
stated in Section 11.6
and Section
11.7.

 




 

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ARTICLE THIRTEEN


DEFEASANCE

 


13.1           Option
to Effect Legal Defeasance or Covenant Defeasance. The
Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officer’s Certificate, and at any
time, elect to have either Section 13.2 or
Section
13.3 hereof be applied to all outstanding Securities upon
compliance with the conditions set forth below in this Article
Thirteen, unless otherwise established with respect to the
Securities of a series pursuant to Section 3.1.

 


13.2           Legal
Defeasance and Discharge. Upon the Company’s exercise
under Section 13.1
hereof of the option applicable to this Section 13.2,
the Company will, subject to the satisfaction of the conditions set
forth in Section 13.4
hereof, be deemed to have been discharged from their obligations
with respect to all outstanding Securities on the date the
conditions set forth below are satisfied (hereinafter,
“Legal
Defeasance”). For this purpose, Legal Defeasance means
that the Company will be deemed to have paid and discharged the
entire Debt represented by the outstanding Securities, which will
thereafter be deemed to be “outstanding” only for the
purposes of Section 13.5
hereof and the other sections of this Indenture referred to in
clauses (a) and (b) below, and to have satisfied all their other
obligations under such Securities and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated
or discharged hereunder:

 


(a)           the
rights of Holders of Outstanding Securities to receive payments in
respect of the principal of, or interest or premium, if any, on
such Securities when such payments are due from the trust referred
to in Section 13.4
hereof;

 


(b)           the
Company’s obligations with respect to such Securities under
Section
3.4, Section 3.5,
Section
3.6, Section 10.2
and Section 10.3
hereof;

 


(c)           the
rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s obligations in connection
therewith; and

 


(d)           this
Article Thirteen.

 


Subject
to compliance with this Article Thirteen, the Company may exercise
its option under this Section 13.2
notwithstanding the prior exercise of its option under Section 13.3
hereof.

 




 

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13.3           Covenant
Defeasance. Upon the Company’s exercise under
Section
13.1 hereof of the option applicable to this Section 13.3,
the Company will, subject to the satisfaction of the conditions set
forth in Section 13.4
hereof, be released from each of their obligations under the
covenants contained in Section 7.4,
Section
8.1 and Section 10.4
hereof as well as any Additional Defeasible Provisions (such
release and termination hereinafter referred to as
“Covenant
Defeasance”), and the Securities will thereafter be
deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants,
but will continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Securities
will not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the
outstanding Securities, the Company may omit to comply with and
will have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission
to comply will not constitute a Default or an Event of Default
under Section 5.1
hereof, but, except as specified above, the remainder of this
Indenture and such Securities will be unaffected thereby. In
addition, upon the Company’s exercise under Section 13.1
hereof of the option applicable to this Section 13.3
hereof, subject to the satisfaction of the conditions set forth in
Section
13.4 hereof, Sections
5.1(c), 5.1(d),
5.1(e),
5.1(g)
and 5.1(h) hereof
and will not constitute Events of Default.

 


13.4           Conditions
to Legal or Covenant Defeasance. In order to exercise either
Legal Defeasance or Covenant Defeasance under either Section 13.2 or Section 13.3
hereof:

 


(a)           the
Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of the Securities, cash in U.S. dollars,
non-callable U.S. Government Obligations, or a combination of cash
in U.S. dollars and non-callable U.S. Government Obligations, in
such amounts as will be sufficient, in the opinion of a nationally
recognized investment bank, appraisal firm, or firm of independent
public accountants to pay the principal of, or interest and
premium, if any, on the Outstanding Securities on the stated date
for payment thereof or on the applicable redemption date, as the
case may be, and the Company must specify whether the Securities
are being defeased to such stated date for payment or to a
particular redemption date;

 


(b)           in
the case of an election under Section 13.2
hereof, the Company must deliver to the Trustee an Opinion of
Counsel confirming that:

 


(i)           the
Company has received from, or there has been published by, the
Internal Revenue Service a ruling; or

 


(ii)           since
the Issue Date, there has been a change in the applicable federal
income tax law,

 


in
either case to the effect that, and based thereon such Opinion of
Counsel will confirm that, the Holders of the Outstanding
Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such Legal Defeasance and will
be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
Legal Defeasance had not occurred;

 


(c)           in
the case of an election under Section 13.3
hereof, the Company must deliver to the Trustee an Opinion of
Counsel confirming that the Holders of the Outstanding Securities
will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;

 




 

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(d)           no
Default or Event of Default has occurred and is continuing on the
date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such
deposit);

 


(e)           [reserved];

 


(f)           such
Legal Defeasance or Covenant Defeasance will not result in a breach
or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the
Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries is bound;

 


(g)           the
Company must deliver to the Trustee an Officer’s Certificate
stating that the deposit was not made by the Company with the
intent of preferring the Holders of Securities over the other
creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or
others;

 


(h)           the
Company must deliver to the Trustee an Officer’s Certificate,
stating that all conditions precedent set forth in clauses (a)
through (g) of this Section 13.4
have been complied with; and

 


(i)           the
Company must deliver to the Trustee an Opinion of Counsel (which
Opinion of Counsel may be subject to customary assumptions,
qualifications and exclusions), stating that all conditions
precedent set forth in clauses (b), (c) and (f) of this
Section
13.4 have been complied with; provided that the Opinion of
Counsel with respect to clause (f) of this Section 13.4
may be to the knowledge of such counsel.

 


13.5           Deposited
Money and U.S. Government Obligations to be Held in Trust, Other
Miscellaneous Provisions. Subject to Section 13.6 hereof, all money
and non-callable U.S. Government Obligation (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 13.5, the
“Trustee”)
pursuant to Section
13.4 hereof in respect of the Outstanding Securities will be
held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company
acting as 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, premium, if any, and interest, but
such money need not be segregated from other funds except to the
extent required by law.

 


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

 




 

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Notwithstanding
anything in this Article Thirteen to the contrary, the Trustee will
deliver or pay to the Company from time to time upon the request of
the Company any money or non-callable U.S. Government Obligations
held by it as provided in Section 13.4
hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion
delivered under Section 13.4(a)
hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

 


13.6           Repayment.
Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of,
premium, if any, or interest on any Security and remaining
unclaimed for two years after such principal, premium, if any, or
interest has become due and payable shall be paid to the Company on
its request or (if then held by the Company) will be discharged
from such trust; and the Holder of such Security will thereafter be
permitted to look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof,
will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in the
New York
Times and The Wall Street Journal
(national edition), notice that such money remains unclaimed and
that, after a date specified therein, which will not be less than
30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to
the Company.

 


13.7           Reinstatement.
If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable U.S. Government Obligations in accordance
with Section 13.2 or
Section
13.3 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Securities
will be revived and reinstated as though no deposit had occurred
pursuant to Section 13.2 or
Section
13.3 hereof until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with
Section
13.2 or Section 13.3
hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, if any, or interest on
any Note following the reinstatement of its obligations, the
Company will be subrogated to the rights of the Holders of such
Securities to receive such payment from the money held by the
Trustee or Paying Agent.

 



ARTICLE FOURTEEN


SUBORDINATION OF
SECURITIES

 


14.1           Securities
Subordinated to Senior Debt. The Company and the Trustee
each covenants and agrees, and each Holder, by its acceptance of a
Security, likewise covenants and agrees that all Securities shall
be issued subject to the provisions of this Article Fourteen; and
each Person holding any Security, whether upon original issue or
upon transfer, assignment or exchange thereof, accepts and agrees
that the payment of the principal of, interest and premium, if any,
on each and all of the Securities shall, to the extent and in the
manner set forth in this Article Fourteen, be subordinated in right
of payment to the prior payment in full, in cash or cash
equivalents, of all existing and future Senior Debt.

 




 

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14.2           No
Payment on Securities in Certain Circumstances.

 


(a)           No
direct or indirect payment by or on behalf of the Company of the
principal of, interest and premium, if any, on each and all of the
Securities (other than with the money, securities or proceeds held
under any defeasance trust established in accordance with this
Indenture), whether pursuant to the terms of the Securities or upon
acceleration or otherwise shall be made if, at the time of such
payment, there exists a default in the payment of all or any
portion of the obligations on any Senior Debt and such default
shall not have been cured or waived or the benefits of this
sentence waived by or on behalf of the holders of such Senior
Debt.

 


(b)           During
the continuance of any other event of default with respect to any
Designated Senior Debt pursuant to which the maturity thereof may
be accelerated, upon receipt by the Trustee of written notice from
the trustee or other representative for the holders of such
Designated Senior Debt (or the holders of at least a majority in
principal amount of such Designated Senior Debt then outstanding),
no payment of the principal of, interest or premium, if any, on
each and all of the Securities (other than with the money,
securities or proceeds held under any defeasance trust established
in accordance with this Indenture) may be made by or on behalf of
the Company upon or in respect of the Securities for a period (a
“Payment
Blockage Period”) commencing on the date of receipt of
such notice and ending 179 days thereafter (unless, in each case,
such Payment Blockage Period has been terminated by written notice
to the Trustee from such trustee of, or other representatives for,
such holders or by payment in full in cash or cash equivalents of
such Designated Senior Debt or such event of default has been cured
or waived). Not more than one Payment Blockage Period may be
commenced with respect to the Securities during any period of 360
consecutive days. Notwithstanding anything in this Indenture to the
contrary, there must be 180 consecutive days in any 360-day period
in which no Payment Blockage Period is in effect. No event of
default that existed or was continuing (it being acknowledged that
any subsequent action that would give rise to an event of default
pursuant to any provision under which an event of default
previously existed or was continuing shall constitute a new event
of default for this purpose) on the date of the commencement of any
Payment Blockage Period with respect to the Designated Senior Debt
initiating such Payment Blockage Period shall be, or shall be made,
the basis for the commencement of a second Payment Blockage Period
by the trustee or other representative for the holders of such
Designated Senior Debt, whether or not within a period of 360
consecutive days, unless such event of default shall have been
cured or waived for a period of not less than 90 consecutive
days.

 




 

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(c)           In
the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is
prohibited by clause (a) or (b) above, the Trustee shall promptly
notify the holders of Senior Debt of such prohibited payment and
such payment shall be held in trust for the benefit of, and shall
be paid over or delivered to, the holders of Senior Debt or their
respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, but only to the
extent that, upon notice from the Trustee to the holders of Senior
Debt that such prohibited payment has been made, the holders of the
Senior Debt (or their representative or representatives of a
trustee) within 30 days of receipt of such notice from the Trustee
notify the Trustee of the amounts then due and owing on the Senior
Debt, if any, and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Debt and any excess
above such amounts due and owing on Senior Debt shall be paid to
the Company.

 


14.3           Payment
over Proceeds upon Dissolution, Etc.

 


(a)           Upon
any payment or distribution of assets or securities of the Company
of any kind or character, whether in cash, property or securities
(other than with the money, securities or proceeds held under any
defeasance trust established in accordance with this Indenture), in
connection with any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other
proceedings or other marshalling of assets for the benefit of
creditors, all amounts due or to become due upon all Senior Debt
shall first be paid in full, in cash or cash equivalents, before
the Holders or the Trustee on their behalf shall be entitled to
receive any payment by (or on behalf of) the Company on account of
the Securities, or any payment to acquire any of the Securities for
cash, property or securities, or any distribution with respect to
the Securities of any cash, property or securities. Before any
payment may be made by, or on behalf of, the Company on any
Security (other than with the money, securities or proceeds held
under any defeasance trust established in accordance with this
Indenture), in connection with any such dissolution, winding up,
liquidation or reorganization, any payment or distribution of
assets or securities for the Company of any kind or character,
whether in cash, property or securities, to which the Holders or
the Trustee on their behalf would be entitled, but for the
provisions of this Article Fourteen, shall be made by the Company
or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person making such payment or distribution
or by the Holders or the Trustee if received by them or it,
directly to the holders of Senior Debt (pro rata to such holders on
the basis of the respective amounts of Senior Debt held by such
holders) or their representatives or to any trustee or trustees
under any indenture pursuant to which any such Senior Debt may have
been issued, as their respective interests appear, to the extent
necessary to pay all such Senior Debt in full, in cash or cash
equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such
Senior Debt.

 




 

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(b)           To
the extent any payment of Senior Debt (whether by or on behalf of
the Company, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential,
set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person
under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then if such payment is recovered by, or
paid over to, such receiver, trustee in bankruptcy, liquidating
trustee or other similar Person, the Senior Debt or part thereof
originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred. To
the extent the obligation to repay any Senior Debt is declared to
be fraudulent, invalid, or otherwise set aside under any
bankruptcy, insolvency, receivership, fraudulent conveyance or
similar law, then the obligation so declared fraudulent, invalid or
otherwise set aside (and all other amounts that would come due with
respect thereto had such obligation not been so affected) shall be
deemed to be reinstated and outstanding as Senior Debt for all
purposes hereof as if such declaration, invalidity or setting aside
had not occurred.

 


(c)           In
the event that, notwithstanding the provision in clause (a) above
prohibiting such payment or distribution, any payment or
distribution of assets or securities of the Company of any kind or
character, whether in cash, property or securities, shall be
received by the Trustee or any Holder at a time when such payment
or distribution is prohibited by clause (a) above and before all
obligations in respect of Senior Debt are paid in full, in cash or
cash equivalents, such payment or distribution shall be received
and held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Debt (pro rata to such holders
on the basis of the respective amounts of Senior Debt held by such
holders) or their representatives or to any trustee or trustees
under any indenture pursuant to which any such Senior Debt may have
been issued, as their respective interests appear, for application
to the payment of all such Senior Debt remaining unpaid, in cash or
cash equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such
Senior Debt.

 


(d)           For
purposes of this Section 14.3,
the words “cash, property or
securities” shall not be deemed to include, so long as
the effect of this clause is not to cause the Securities to be
treated in any case or proceeding or similar event described in
this Section 14.3 as
part of the same class of claims as the Senior Debt or any class of
claims pari
passu with, or senior to, the Senior Debt for any payment or
distribution, securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment that are
subordinated, at least to the extent that the Securities are
subordinated, to the payment of all Senior Debt then outstanding;
provided that (i) if a new corporation results from such
reorganization or readjustment, such corporation assumes the Senior
Debt and (ii) the rights of the holders of the Senior Debt are
not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company
with, or the merger of the Company with or into, another
corporation or the liquidation or dissolution of the Company
following the sale, conveyance, transfer, lease or other
disposition of all or substantially all of its property and assets
to another corporation upon the terms and conditions provided in
Section
8.1 of this Indenture shall not be deemed a dissolution,
winding up, liquidation or reorganization for the purposes of this
Section
14.3 if such other corporation shall, as a part of such
consolidation, merger, sale, conveyance, transfer, lease or other
disposition, comply (to the extent required) with the conditions
stated in Section 8.1 of
this Indenture.

 




 

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14.4           Subrogation.

 


(a)           Upon
the payment in full of all Senior Debt in cash or cash equivalents,
the Holders shall be subrogated to the rights of the holders of
Senior Debt to receive payments or distributions of cash, property
or securities of the Company made on such Senior Debt until the
principal of, premium, if any, and interest on the Securities shall
be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Debt of any
cash, property or securities to which the Holders or the Trustee on
their behalf would be entitled except for the provisions of this
Article Fourteen, and no payment pursuant to the provisions of this
Article Fourteen to the holders of Senior Debt by the Holders or
the Trustee on their behalf shall, as between the Company, its
creditors other than holders of Senior Debt, and the Holders, be
deemed to be a payment by the Company to or on account of the
Senior Debt. It is understood that the provisions of this Article
Fourteen are intended solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of
the Senior Debt, on the other hand.

 


(b)           If
any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article Fourteen
shall have been applied, pursuant to the provisions of this Article
Fourteen, to the payment of all amounts payable under Senior Debt,
then, and in such case, the Holders shall be entitled to receive
from the holders of such Senior Debt any payments or distributions
received by such holders of Senior Debt in excess of the amount
required to make payment in full, in cash or cash equivalents, of
such Senior Debt of such holders.

 


14.5           Obligations
of Company Unconditional.

 


(a)           Nothing
contained in this Article Fourteen or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as among the
Company and the Holders, the obligation of the Company, which is
absolute and unconditional, to pay to the Holders the principal of,
premium, if any, and interest on the Securities as and when the
same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the
Holders and creditors of the Company other than the holders of the
Senior Debt, nor shall anything herein or therein prevent the
Holders or the Trustee on their behalf from exercising all remedies
otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article
Fourteen of the holders of the Senior Debt.

 


(b)           Without
limiting the generality of the foregoing, nothing contained in this
Article Fourteen will restrict the right of the Trustee or the
Holders to take any action to declare the Securities to be due and
payable prior to their Stated Maturity pursuant to Section 5.1 of
this Indenture or to pursue any rights or remedies hereunder;
provided,
however, that
all Senior Debt then due and payable or thereafter declared to be
due and payable shall first be paid in full, in cash or cash
equivalents, before the Holders or the Trustee are entitled to
receive any direct or indirect payment from the Company with
respect to any Security.

 




 

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14.6           Notice
to Trustee.

 


(a)           The
Company shall give prompt written notice to the Trustee of any fact
known to the Company that would prohibit the making of any payment
to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article Fourteen. The Trustee shall not be
charged with the knowledge of the existence of any default or event
of default with respect to any Senior Debt or of any other facts
that would prohibit the making of any payment to or by the Trustee
unless and until the Trustee shall have received notice in writing
at its Corporate Trust Office to that effect signed by an Officer
of the Company, or by a holder of Senior Debt or trustee or agent
thereof; and prior to the receipt of any such written notice, the
Trustee shall, subject to Article Six, be entitled to assume that
no such facts exist; provided that, if the Trustee shall not have
received the notice provided for in this Section 14.6 at
least two Business Days prior to the date upon which, by the terms
of this Indenture, any monies shall become payable for any purpose
(including, without limitation, the payment of the principal of,
premium, if any, or interest on any Security), then,
notwithstanding anything herein to the contrary, the Trustee shall
have full power and authority to receive any monies from the
Company and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary
that may be received by it on or after such prior date except for
an acceleration of the Securities prior to such application.
Nothing contained in this Section 14.6
shall limit the right of the holders of Senior Debt to recover
payments as contemplated by this Article Fourteen. The foregoing
shall not apply if the Paying Agent is the Company. The Trustee
shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself or itself to be a holder of any
Senior Debt (or a trustee on behalf of, or other representative of,
such holder) to establish that such notice has been given by a
holder of such Senior Debt or a trustee or representative on behalf
of any such holder.

 


(b)           In
the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a
holder of Senior Debt to participate in any payment or distribution
pursuant to this Article Fourteen, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the
extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights
of such Person under this Article Fourteen and, if such evidence is
not furnished to the Trustee, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such
Person to receive such payment.

 


14.7           Reliance
on Judicial Order or Certificate of Liquidating Agent. Upon
any payment or distribution of assets or securities referred to in
this Article Fourteen, the Trustee and the Holders shall be
entitled to rely upon any order or decree made by any court of
competent jurisdiction in which bankruptcy, dissolution, winding
up, liquidation or reorganization proceedings are pending, or upon
a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person making such payment or
distribution, delivered to the Trustee or to the Holders for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other Debt of the
Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Fourteen.

 


14.8           Trustee’s
Relation to Senior Debt.

 


(a)           The
Trustee and any Paying Agent shall be entitled to all the rights
set forth in this Article Fourteen with respect to any Senior Debt
that may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of Senior Debt and
nothing in this Indenture shall deprive the Trustee or any Paying
Agent of any of its rights as such holder.

 




 

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(b)           With
respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as
are specifically set forth in this Article Fourteen, and no implied
covenants or obligations with respect to the holders of Senior Debt
shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt (except as provided in Section 14.2
and Section 14.3 of
this Indenture) and shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other person
cash, property or securities to which any holders of Senior Debt
shall be entitled by virtue of this Article Fourteen or
otherwise.

 


14.9        
Subordination Rights
Not Impaired by Acts or Omissions of the Company or Holders of
Senior Debt. No right of any present or future holders of
any Senior Debt to enforce subordination as provided in this
Article Fourteen will at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or
by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms of this
Indenture, regardless of any knowledge thereof that any such holder
may have or otherwise be charged with. The provisions of this
Article Fourteen are intended to be for the benefit of, and shall
be enforceable directly by, the holders of Senior
Debt.

 


14.10      
Holders
Authorize Trustee to Effectuate Subordination of Securities.
Each Holder by his acceptance of any Securities authorizes and
expressly directs the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate the subordination
provided in this Article Fourteen, and appoints the Trustee his
attorney-in-fact for such purposes, including, in the event of any
dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the
benefit of creditors or otherwise) tending towards liquidation of
the property and assets of the Company, the filing of a claim for
the unpaid balance of its Securities in the form required in those
proceedings. If the Trustee does not file a proper claim or proof
in indebtedness in the form required in such proceeding at least 30
days before the expiration of the time to file such claim or
claims, each holder of Senior Debt is hereby authorized to file an
appropriate claim for and on behalf of the Holders.

 


14.11      
Not to
Prevent Events of Default. The failure to make a payment on
account of principal of, premium, if any, or interest on the
Securities by reason of any provision of this Article Fourteen will
not be construed as preventing the occurrence of an Event of
Default.

 


14.12       
Trustee’s
Compensation Not Prejudiced. Nothing in this Article
Fourteen will apply to amounts due to the Trustee pursuant to other
sections of this Indenture, including Section
6.7.

 




 

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14.13        
No Waiver
of Subordination Provisions. Without in any way limiting the
generality of Section 14.9,
the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders,
without incurring responsibility to the Holders and without
impairing or releasing the subordination provided in this Article
Fourteen or the obligations hereunder of the Holders to the holders
of Senior Debt, do any one or more of the following: (a) change the
manner, place or terms of payment or extend the time of payment of,
or renew or alter, Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding or
secured; (b) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (c)
release any Person liable in any manner for the collection of
Senior Debt; and (d) exercise or refrain from exercising any rights
against the Company and any other Person.

 


14.14      
  Payments May Be Paid
Prior to Dissolution. Nothing contained in this Article
Fourteen or elsewhere in this Indenture shall prevent (i) the
Company, except under the conditions described in Section 14.2 or
Section
14.3, from making payments of principal of, premium, if any,
and interest on the Securities, or from depositing with the Trustee
any money for such payments, or (ii) the application by the
Trustee of any money deposited with it for the purpose of making
such payments of principal of, premium, if any, and interest on the
Securities to the holders entitled thereto unless, at least two
Business Days prior to the date upon which such payment becomes due
and payable, the Trustee shall have received the written notice
provided for in Section 14.2(b)
of this Indenture (or there shall have been an acceleration of the
Securities prior to such application) or in Section 14.15
of this Indenture. The Company shall give prompt written notice to
the Trustee of any dissolution, winding up, liquidation or
reorganization of the Company.

 


14.15       
Trust
Moneys Not Subordinated. Notwithstanding anything contained
herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article Four by the
Trustee for the payment of principal of, premium, if any, and
interest on the Securities shall not be subordinated to the prior
payment of any Senior Debt (provided that, at the time deposited,
such deposit did not violate any then outstanding Senior Debt), and
none of the Holders shall be obligated to pay over any such amount
to any holder of Senior Debt.

 


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

 


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.

 


	

 

	
RUMBLEON,
INC.

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
 

	

 


	

 

	

Name: 

	
 

	

 


	

 

	

Title:

	

 

	

 


	

 

	

 

	

 

	

 


	

 

	

 

	

 

	

 


	

 

	

[TRUSTEE]

	

 






 









	
 

	
By:  

	
 

	

 


	

 

	

Name: 

	
 

	

 


	

 

	

Title:

	

 

	

 


	

 

	

 

	

 

	

 






 

  




 

 


 




 

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