Exhibit 4.3


 


ALLIQUA BIOMEDICAL, INC.,

ISSUER

TO


 


     ,


 


TRUSTEE


 


INDENTURE


 


[CONVERTIBLE] [SUBORDINATED] DEBT SECURITIES


 


DATED AS OF                     ,
20


 




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Reconciliation and tie between Trust Indenture Act of 1939 (the
“Trust Indenture Act”) and Indenture


 


	Trust Indenture Act 

of 1939 Section	 	Indenture

Section
	310(a)(1)	 	6.8
	(a)(2)	 	6.8
	(a)(3)	 	TIA
	(a)(4)	 	Not Applicable
	(a)(5)	 	TIA
	(b)	 	6.9
	311(a)	 	 
	(b)	 	TIA
	 	 	TIA
	312(a)	 	 
	(b)	 	7.1
	(c)	 	7.2
	 	 	7.2
	313(a)	 	 
	(b)	 	7.3
	(c)	 	7.3
	(d)	 	7.3
	 	 	7.3
	314(a)	 	 
	(b)	 	7.4; TIA
	(c)(1)	 	Not Applicable
	(c)(2)	 	1.2
	(c)(3)	 	1.2
	(d)	 	Not Applicable
	(e)	 	Not Applicable
	(f)	 	1.2
	 	 	1.2
	315(a)	 	 
	(b)	 	6.1; TIA
	(c)	 	6.3


 




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	(d)(1)	 	6.1; TIA
	(d)(2)	 	6.1; TIA
	(d)(3)	 	6.1; TIA
	(e)	 	6.1; TIA
	 	 	5.15; TIA
	316(a) (last sentence)	 	 
	(a)(1)(A)	 	1.1
	(a)(1)(B)	 	5.2; 5.12
	(b)	 	5.13
	(c)	 	5.8
	317(a)(1)	 	TIA
	(a)(2)	 	5.3
	(b)	 	5.4
	 	 	10.3
	318(a)	 	 
	(b)	 	1.8
	(c)	 	TIA


 


	 
	This reconciliation and tie section does not constitute part of the Indenture.


 




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TABLE OF CONTENTS


 


	Article 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 1.1	Definitions.	1
	 	 	 
	Section 1.2	Compliance Certificates and Opinions.	7
	 	 	 
	Section 1.3	Form of Documents Delivered to Trustee.	8
	 	 	 
	Section 1.4	Acts of Holders.	8
	 	 	 
	Section 1.5	Notices, Etc. to the Trustee and the Company.	10
	 	 	 
	Section 1.6	Notice to Holders of Securities; Waiver.	10
	 	 	 
	Section 1.7	Language of Notices.	10
	 	 	 
	Section 1.8	Conflict with Trust Indenture Act.	11
	 	 	 
	Section 1.9	Effect of Headings and Table of Contents.	11
	 	 	 
	Section 1.10	Successors and Assigns.	11
	 	 	 
	Section 1.11	Separability Clause.	11
	 	 	 
	Section 1.12	Benefits of Indenture.	11
	 	 	 
	Section 1.13	Governing Law.	11
	 	 	 
	Section 1.14	Legal Holidays.	11
	 	 	 
	Section 1.15	Counterparts.	11
	 	 	 
	Section 1.16	Judgment Currency.	12
	 	 	 
	Section 1.17	No Security Interest Created.	12
	 	 	 
	Section 1.18	Limitation on Individual Liability.	12
	 	 	 
	Article 2. SECURITIES FORMS	12
	 	 	 
	Section 2.1	Forms Generally.	12
	 	 	 
	Section 2.2	Form of Trustee’s Certificate of Authentication.	13
	 	 	 
	Section 2.3	Securities in Global Form.	13
	 	 	 
	Article 3. THE SECURITIES	13
	 	 	 
	Section 3.1	Amount Unlimited; Issuable in Series.	13
	 	 	 
	Section 3.2	Currency; Denominations.	16
	 	 	 
	Section 3.3	Execution, Authentication, Delivery and Dating.	16
	 	 	 
	Section 3.4	Temporary Securities.	17
	 	 	 
	Section 3.5	Registration, Transfer and Exchange.	18
	 	 	 
	Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities.	20
	 	 	 
	Section 3.7	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.	20
	 	 	 
	Section 3.8	Persons Deemed Owners.	21


 




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	Section 3.9	Cancellation.	22
	 	 	 
	Section 3.10	Computation of Interest.	22
	 	 	 
	Article 4. SATISFACTION AND DISCHARGE OF INDENTURE	22
	 	 	 
	Section 4.1	Satisfaction and Discharge.	22
	 	 	 
	Section 4.2	Defeasance and Covenant Defeasance.	23
	 	 	 
	Section 4.3	Application of Trust Money.	25
	 	 	 
	Section 4.4	Reinstatement.	26
	 	 	 
	Article 5. REMEDIES	26
	 	 	 
	Section 5.1	Events of Default.	26
	 	 	 
	Section 5.2	Acceleration of Maturity; Rescission and Annulment.	27
	 	 	 
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee.	27
	 	 	 
	Section 5.4	Trustee May File Proofs of Claim.	28
	 	 	 
	Section 5.5	Trustee May Enforce Claims Without Possession of Securities or Coupons.	29
	 	 	 
	Section 5.6	Application of Money Collected.	29
	 	 	 
	Section 5.7	Limitations on Suits.	29
	 	 	 
	Section 5.8	Unconditional Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts.	29
	 	 	 
	Section 5.9	Restoration of Rights and Remedies.	30
	 	 	 
	Section 5.10	Rights and Remedies Cumulative.	30
	 	 	 
	Section 5.11	Delay or Omission Not Waiver.	30
	 	 	 
	Section 5.12	Control by Holders of Securities.	30
	 	 	 
	Section 5.13	Waiver of Past Defaults.	30
	 	 	 
	Section 5.14	Waiver of Usury, Stay or Extension Laws.	31
	 	 	 
	Section 5.15	Undertaking for Costs.	31
	 	 	 
	Article 6. THE TRUSTEE	31
	 	 	 
	Section 6.1	Certain Duties and Responsibilities.	31
	 	 	 
	Section 6.2	Certain Rights of Trustee.	32
	 	 	 
	Section 6.3	Notice of Defaults.	33
	 	 	 
	Section 6.4	Not Responsible for Recitals or Issuance of Securities.	33
	 	 	 
	Section 6.5	May Hold Securities.	33
	 	 	 
	Section 6.6	Money Held in Trust.	33
	 	 	 
	Section 6.7	Compensation and Reimbursement.	33
	 	 	 
	Section 6.8	Corporate Trustee Required; Eligibility.	34
	 	 	 
	Section 6.9	Resignation and Removal; Appointment of Successor.	34
	 	 	 
	Section 6.10	Acceptance of Appointment by Successor.	35


 




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	Section 6.11	Merger, Conversion, Consolidation or Succession to Business.	36
	 	 	 
	Section 6.12	Appointment of Authenticating Agent.	36
	 	 	 
	Article 7. HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY	37
	 	 	 
	Section 7.1	Company to Furnish Trustee Names and Addresses of Holders.	37
	 	 	 
	Section 7.2	Preservation of Information; Communications to Holders.	37
	 	 	 
	Section 7.3	Reports by Trustee.	38
	 	 	 
	Section 7.4	Reports by Company.	38
	 	 	 
	Article 8. CONSOLIDATION, MERGER AND SALES	38
	 	 	 
	Section 8.1	Company May Consolidate, Etc., Only on Certain Terms.	38
	 	 	 
	Section 8.2	Successor Person Substituted for Company.	39
	 	 	 
	Article 9. SUPPLEMENTAL INDENTURES	39
	 	 	 
	Section 9.1	Supplemental Indentures Without Consent of Holders.	39
	 	 	 
	Section 9.2	Supplemental Indentures With Consent of Holders.	40
	 	 	 
	Section 9.3	Execution of Supplemental Indentures.	41
	 	 	 
	Section 9.4	Effect of Supplemental Indentures.	41
	 	 	 
	Section 9.5	Reference in Securities to Supplemental Indentures.	41
	 	 	 
	Section 9.6	Conformity With Trust Indenture Act.	41
	 	 	 
	Section 9.7	Notice of Supplemental Indenture.	41
	 	 	 
	Article 10. COVENANTS	41
	 	 	 
	Section 10.1	Payment of Principal, Any Premium, Interest and Additional Amounts.	41
	 	 	 
	Section 10.2	Maintenance of Office or Agency.	42
	 	 	 
	Section 10.3	Money for Securities Payments to be Held in Trust.	42
	 	 	 
	Section 10.4	Additional Amounts.	43
	 	 	 
	Section 10.5	Corporate Existence.	44
	 	 	 
	Section 10.6	Waiver of Certain Covenants.	44
	 	 	 
	Section 10.7	Company Statement as to Compliance; Notice of Certain Defaults.	44
	 	 	 
	Article 11. REDEMPTION OF SECURITIES	45
	 	 	 
	Section 11.1	Applicability of Article.	45
	 	 	 
	Section 11.2	Election to Redeem; Notice to Trustee.	45
	 	 	 
	Section 11.3	Selection by Trustee of Securities to be Redeemed.	45
	 	 	 
	Section 11.4	Notice of Redemption.	45
	 	 	 
	Section 11.5	Deposit of Redemption Price.	46
	 	 	 
	Section 11.6	Securities Payable on Redemption Date.	47
	 	 	 
	Section 11.7	Securities Redeemed in Part.	47


 




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	Article 12. SINKING FUNDS	47
	 	 	 
	Section 12.1	Applicability of Article.	47
	 	 	 
	Section 12.2	Satisfaction of Sinking Fund Payments With Securities.	48
	 	 	 
	Section 12.3	Redemption of Securities for Sinking Fund.	48
	 	 	 
	Article 13. REPAYMENT AT THE OPTION OF HOLDERS	48
	 	 	 
	Section 13.1	Applicability of Article.	48
	 	 	 
	Article 14. MEETINGS OF HOLDERS OF SECURITIES	49
	 	 	 
	Section 14.1	Purposes for Which Meetings May Be Called.	49
	 	 	 
	Section 14.2	Call, Notice and Place of Meetings.	49
	 	 	 
	Section 14.3	Persons Entitled to Vote at Meetings.	49
	 	 	 
	Section 14.4	Quorum; Action.	49
	 	 	 
	Section 14.5	Determination of Voting Rights; Conduct and Adjournment of Meetings.	50
	 	 	 
	Section 14.6	Counting Votes and Recording Action of Meetings.	50
	 	 	 
	Article 15. [CONVERSION OF SECURITIES	51
	 	 	 
	Section 15.1	Conversion Privilege.	51
	 	 	 
	Section 15.2	Exercise of Conversion Privilege.	51
	 	 	 
	Section 15.3	Fractions of Shares.	52
	 	 	 
	Section 15.4	Adjustment of Conversion Price.	52
	 	 	 
	Section 15.5	Notice of Adjustments of Conversion Price.	52
	 	 	 
	Section 15.6	Notice of Certain Corporate Action.	52
	 	 	 
	Section 15.7	Company to Reserve Common Stock.	53
	 	 	 
	Section 15.8	Taxes on Conversions.	53
	 	 	 
	Section 15.9	Covenant as to Common Stock.	53
	 	 	 
	Section 15.10	Cancellation of Converted Securities.	53
	 	 	 
	Section 15.11	Provisions in Case of Consolidation, Merger of Sale of Assets.	53
	 	 	 
	Article 16. [SUBORDINATION OF SECURITIES	54
	 	 	 
	Section 16.1	Securities Subordinate to Senior Indebtedness.	54
	 	 	 
	Section 16.2	Payment Over of Proceeds Upon Dissolution, Etc.	54
	 	 	 
	Section 16.3	No Payment when Senior Indebtedness in Default.	55
	 	 	 
	Section 16.4	Reliance by Senior Indebtedness on Subordination Provisions.	56
	 	 	 
	Section 16.5	Payment Permitted If No Default.	56
	 	 	 
	Section 16.6	Subrogation to Rights of Holders of Senior Indebtedness.	56
	 	 	 
	Section 16.7	Provisions Solely to Define Relative Rights.	56
	 	 	 
	Section 16.8	Trustee to Effectuate Subordination.	56


 




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	Section 16.9	No Waiver of Subordination Provisions.	57
	 	 	 
	Section 16.10	Notice to Trustee.	57
	 	 	 
	Section 16.11	Reliance on Judicial Order or Certificate of Liquidating Agent.	57
	 	 	 
	Section 16.12	Trustee Not Fiduciary for Holders of Senior Indebtedness.	57
	 	 	 
	Section 16.13	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.	57
	 	 	 
	Section 16.14	Article Applicable to Paying Agents.	58
	 	 	 
	Section 16.15	Defeasance of this Article 16.	58
	 	 	 
	Article 17. GUARANTEES	58


 







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INDENTURE, dated as
of                     , 20    
(the “Indenture”), among Alliqua BioMedical, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the “Company”), having its principal executive office located at 2150 Cabot Boulevard
West, Langhorne, Pennsylvania 19047, and                     ,
a                     , as
trustee (hereinafter called the “Trustee”), having its Corporate Trust Office located at             .


 


RECITALS


 


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,]
[convertible] debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”), unlimited
as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and
to have such other provisions as shall be fixed as hereinafter provided.


 


The Company has duly
authorized the execution and delivery of this Indenture. All things necessary to make this Indenture a valid agreement of the Company,
in accordance with its terms, have been done.


 


This Indenture is subject
to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this Indenture and, to the extent applicable, shall be governed
by such provisions.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
1.

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.1           Definitions.


 


Except as otherwise
expressly provided in or pursuant to this Indenture or unless the context otherwise requires, for all purposes of this Indenture:


 


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


 


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


 


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


 


(4) the words “herein,”
“hereof,” “hereto” 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; and


 


(5) the word “or”
is always used inclusively (for example, the phrase “A or B” means “A or B or both,” not “either
A or B but not both”).


 


Certain terms used
principally in certain Articles hereof are defined in those Articles.


 


“Act,”
when used with respect to any Holders, has the meaning specified in Section 1.4.


 




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“Additional Amounts”
means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes, assessments or other governmental charges imposed on Holders specified therein
and which are owing to such Holders.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control,” when used with respect to
any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have the meanings correlative to the foregoing.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.12 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


“Authorized Newspaper”
means a newspaper, in an official language of the place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which the term is used or in the financial community of
each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may
be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any day
that is a Business Day in the place of publication.


 


“Authorized Officer”
means, when used with respect to the Company, the Chairman of the Board of Directors, the Chief Executive Officer, the President,
any Vice President, the Chief Financial Officer, the Chief Operating Officer, the Chief Accounting Officer, the Secretary or an
Assistant Secretary, of the Company.


 


“Bearer Security”
means any Security in the form established pursuant to Section 2.1 which is payable to bearer.


 


“Board of Directors”
means the board of directors of the Company or any committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.


 


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


 


“Business Day,”
with respect to any Place of Payment or other location, means, unless otherwise specified with respect to any Securities pursuant
to Section 3.1, any day other than a Saturday, Sunday or other day on which banking institutions in such Place of Payment
or other location are authorized or obligated by law, regulation or executive order to close.


 


“Capital Stock”
of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of
or interests in (however designated) equity of such Person, including Preferred Stock, but excluding any debt securities convertible
into such equity.


 


“Capitalized
Lease Obligation” means an obligation under a lease that is required to be capitalized for financial reporting purposes in
accordance with generally accepted accounting principles, and the amount of Indebtedness represented by such obligation shall be
the capitalized amount of such obligation determined in accordance with such principles.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934,
as amended, or, if at any time after the execution of this Indenture 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.


 


“Common Stock”
in respect of any Corporation means Capital Stock of any class or classes (however designated) which has no preference as to the
payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Corporation, and which is not subject to redemption by such Corporation. [With respect to the Company, subject to the provisions
of Section 15.11, shares issuable on conversion of Securities shall include only shares of the class designated as Common Stock
of the Company at the date of this instrument or shares of any class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided that if
at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially
in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.]


 




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


 


“Company Request”
and “Company Order” mean, respectively, a written request or order, as the case may be, signed in the name of the Company
by an Authorized Officer, and delivered to the Trustee.


 


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


 


“Corporation”
includes corporations and limited liability companies and, except for purposes of Article 8, associations, companies and business
trusts.


 


“Coupon”
means any interest coupon appertaining to a Bearer Security.


 


“CUSIP number”
means the alphanumeric designation assigned to a Security by Standard & Poor’s Ratings Service, CUSIP Service Bureau.


 


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


 


“Dollars”
or “$” means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United
States of America.


 


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


 


“Government Obligations”
means securities which are (i) direct obligations of the United States of America, or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, and which, in the case of (i) or (ii), are
not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by
a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal
of or other amount with respect to any such Government Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the
specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository
receipt.


 


“Guarantee”
means a guarantee of any Securities by a Guarantor as contemplated by Article 17; provided that the term “Guarantee,”
when used with respect to any Security or with respect to the Securities of any series, means a guarantee of such Security or of
the Securities of such series, respectively, by a Guarantor of such Security or of the Securities of such series, respectively,
as contemplated by Article 17.


 


“Guarantor”
means each Person who shall become a Guarantor under this Indenture pursuant to Article 9 hereof, in each case unless and
until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, at which time references
to such Guarantor shall mean such successor Person; provided that (i) the term “Guarantor,” when used,
with respect to the Securities of any series, means the Persons who shall from time to time be the guarantors of Securities of
such series as contemplated by Article 17; and (ii) any Person constituting a Guarantor with respect to the Securities
of a series shall cease to constitute a Guarantor with respect to Securities of such series when its Guarantee is released with
respect to Securities of such series in accordance with the terms of this Indenture.


 




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“Guarantor’s
Officers’ Certificate” means, with respect to any Guarantor, a certificate signed by any two of the following: a Chairman
of the Board, a Chief Executive Officer, a President, a Vice President, a Treasurer, an Assistant Treasurer, a Secretary or an
Assistant Secretary of such Guarantor (or, if such Guarantor is a partnership that has no such officers, of a general partner of
such Guarantor), or any other officer or officers of such Guarantor (or of such a general partner) designated in a writing by or
pursuant to authority of such Guarantor’s Board of Directors and delivered to the Trustee from time to time.


 


“Holder,”
in the case of any Registered Security, means the Person in whose name such Security is registered in the Security Register and,
in the case of any Bearer Security, means the bearer thereof and, in the case of any Coupon, means the bearer thereof.


 


“Indebtedness”
means, with respect to any Person, (i) the principal of and any premium and interest on (a) indebtedness of such Person
for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment
of which such Person is responsible or liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all obligations
of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations
under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); (iv) all
obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in
(i) through (iii) above) entered into in the ordinary course of business of such Person to the extent such letters of
credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement following payment on the letter of credit); (v) all obligations
of the type referred to in clauses (i) through (iv) of other Persons and all dividends of other Persons for the payment
of which, in either case, such Person is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations
of the type referred to in clauses (i) through (v) of other Persons secured by any lien on any property or asset of such
Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser
of the value of such property or assets or the amount of the obligation so secured; and (vii) any amendments, modifications,
refundings, renewals or extensions of any indebtedness or obligation described as Indebtedness in clauses (i) through (vi) above.


 


“Indenture”
means this instrument as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any Security, by the terms and provisions of such Security
and any Coupon appertaining thereto established pursuant to Section 3.1 (as such terms and provisions may be amended pursuant
to the applicable provisions hereof).


 


“Independent
Public Accountants” means accountants or a firm of accountants that, with respect to the Company and any other obligor under
the Securities or the Coupons, are independent public accountants within the meaning of the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the Commission thereunder, who may be the independent public accountants regularly
retained by the Company or who may be other independent public accountants. Such accountants or firm shall be entitled to rely
upon any Opinion of Counsel as to the interpretation of any legal matters relating to this Indenture or certificates required to
be provided hereunder.


 


“Indexed Security”
means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.


 


“Interest,”
with respect to any Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section 10.4,
includes such Additional Amounts.


 


“Interest Payment
Date,” 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 Holidays”
has the meaning specified in Section 1.14.


 


“Maturity,”
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 provided in or pursuant to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice
of redemption or repurchase, notice of option to elect repayment or otherwise, and includes the Redemption Date.


 




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“New York Banking
Day” has the meaning specified in Section 1.16.


 


“Office”
or “Agency,” with respect to any Securities, means an office or agency of the Company maintained or designated in a
Place of Payment for such Securities pursuant to Section 10.2 or any other office or agency of the Company maintained or designated
for such Securities pursuant to Section 10.2 or, to the extent designated or required by Section 10.2 in lieu of such
office or agency, the Corporate Trust Office of the Trustee.


 


“Officer’s
Certificate” means a certificate signed by an Authorized Officer that complies with the requirements of Section 314(e)
of the Trust Indenture Act and is delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be an employee of or counsel for the Company, or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e)
of the Trust Indenture Act.


 


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


 


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


 


(a) any such Security
theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation;


 


(b) any such Security
for whose payment at the Maturity thereof money in the necessary amount has been theretofore deposited pursuant hereto (other than
pursuant to Section 4.2) 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 and any Coupons appertaining
thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture
or provision therefor satisfactory to the Trustee has been made;


 


(c) any such Security
with respect to which the Company has effected defeasance pursuant to the terms hereof, except to the extent provided in Section 4.2;


 


(d) any such Security
which has 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, unless there shall have been presented to the Trustee proof satisfactory to it that such
Security is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company; and


 


(e) any such Security
converted or exchanged as contemplated by this Indenture into securities of the Company or another issuer, if the terms of such
Security provide for such conversion or exchange pursuant to Section 3.1; provided, however, that in determining whether the
Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be Outstanding
for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount
Security would be declared (or shall have been declared to be) due and payable upon a declaration of acceleration thereof pursuant
to Section 5.2 at the time of such determination, and (ii) the principal amount of any Indexed Security that may be counted
in making such determination and that shall be deemed Outstanding for such purposes shall be equal to the principal face amount
of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, and (iv) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination
or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee’s
right so to act with respect to such Securities and (B) that the pledgee is not the Company or any other obligor upon the
Securities or any Coupons appertaining thereto or an Affiliate of the Company or such other obligor.


 




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“Paying Agent”
means any Person authorized by the Company to pay the principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.


 


[“Payment Blockage
Notice” has the meaning specified in Section 16.3.]


 


[“Payment Blockage
Period” has the meaning specified in Section 16.3.]


 


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


 


“Place of Payment,”
with respect to any Security, means the place or places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to this Indenture or such Security.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same Indebtedness 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 lost, destroyed, mutilated or stolen Security or any Security to which a
mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to evidence the same Indebtedness as the lost, destroyed,
mutilated or stolen Security or the Security to which a mutilated, destroyed, lost or stolen Coupon appertains.


 


“Preferred Stock”
in respect of any Corporation means Capital Stock of any class or classes (however designated) which is preferred as to the payment
of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation,
over shares of Capital Stock of any other class of such Corporation.


 


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


 


“Redemption Price,”
with respect to any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by
or pursuant to this Indenture or such Security.


 


“Registered Security”
means any Security established pursuant to Section 2.1 which is registered in a Security Register.


 


“Regular Record
Date” for the interest payable on any Registered Security on any Interest Payment Date therefor means the date, if any, specified
in or pursuant to this Indenture or such Security as the “Regular Record Date”.


 


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


 


“Responsible
Officer” means any vice president, any assistant vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, or any trust officer 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 or her knowledge of and familiarity with the particular subject.


 


“Restricted Subsidiary”
has the meaning specified in the Indenture, as supplemented and amended as applicable.


 


“Security”
or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of Indebtedness,
as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than
one Person acting as Trustee under this Indenture, “Securities,” with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not
Trustee.


 


[“Securities
Payment” has the meaning specified in Section 16.2.]


 


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


 




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[“Senior Indebtedness”
means (x) all Indebtedness for money borrowed of the Company and other Indebtedness of the Company referred to in the definition
of Indebtedness other than in clause (iii) thereof, whether incurred on or prior to the date of this Indenture or thereafter
incurred, other than the Securities and (y) amendments, renewals, extensions, modifications, refinancings and refundings of
any such Indebtedness; provided, however, the following shall not constitute Senior Indebtedness: (A) any Indebtedness
owed to a Person when such Person is a Subsidiary of the Company and (B) any Indebtedness which by the terms of the instrument
creating or evidencing the same is not superior in right of payment to the Securities.]


 


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


 


“Stated Maturity,”
with respect to any Security or any installment of principal thereof or interest thereon, or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such Security as the fixed date on which the principal
of such Security or such installment of principal or interest is, or such Additional Amounts are, due and payable.


 


“Subsidiary”
means, in respect of any Person, any Corporation, limited or general partnership or other business entity of which at the time
of determination more than 50% of the voting power of the shares of its Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof is owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries
of such Person or (iii) one or more Subsidiaries of such Person.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented
from time to time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision,
as the case may be.


 


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


 


“United States,”
except as otherwise provided in or pursuant to this Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction.


 


“United States
Alien,” except as otherwise provided in or pursuant to this Indenture or any Security, means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes,
a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.


 


“U.S. Depository”
or “Depository” means, with respect to any Security issuable or issued in the form of one or more global Securities,
the Person designated as U.S. Depository or Depository by the Company in or pursuant to this Indenture, which Person must be, to
the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and, if so provided with respect to any Security, any successor to such Person. If at any time there is more than one
such Person, “U.S. Depository” or “Depository” shall mean, with respect to any Securities, the qualifying
entity which has been appointed with respect to such Securities.


 


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


 


Section 1.2           Compliance
Certificates and Opinions.


 


Except as otherwise
expressly provided in this Indenture, 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 or any of them is specifically required by
any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be
furnished.


 




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Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


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


 


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


 


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


 


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


 


Section 1.3           Form
of Documents Delivered to Trustee.


 


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 an Opinion of Counsel, provided
that such officer, after reasonable inquiry, has no reason to believe and does not believe that the Opinion of Counsel with respect
to the matters upon which his certificate or opinion is based is erroneous. Any such 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, provided that such counsel, after
reasonable inquiry, has no reason to believe and does not believe that the certificate or opinion or representations with respect
to such matters are erroneous.


 


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 or any Security, they may, but need not, be consolidated and form one instrument.


 


Section 1.4           Acts
of Holders.


 


(1) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing. If, but only if, Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to
be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders
of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting
of Holders of Securities of such series duly called and held in accordance with the provisions of Article 14, or a combination
of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting.
Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security,
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 and any agent of the Trustee and the Company, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 14.6.


 




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Without limiting the
generality of this Section 1.4, unless otherwise provided in or pursuant to this Indenture, a Holder, including a U.S. Depository
that is a Holder of a global Security, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be made, given or taken
by Holders, and a U.S. Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners
of interests in any such global Security through such U.S. Depository’s standing instructions and customary practices.


 


The Company shall fix
a record date for the purpose of determining the Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant
to this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their
duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization,
direction, notice, consent, waiver or other Act, whether or not such Holders remain


 


Holders after such
record date. No such request, demand, authorization, direction, notice, consent, waiver or other Act shall be valid or effective
if made, given or taken more than 90 days after such record date.


 


(2) The fact and date
of the execution by any Person of any such instrument or writing referred to in this Section 1.4 may be proved in any reasonable
manner; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.


 


(3) The ownership, principal
amount and serial numbers of Registered Securities held by any Person, and the date of the commencement and the date of the termination
of holding the same, shall be proved by the Security Register.


 


(4) The ownership, principal
amount and serial numbers of Bearer Securities held by any Person, and the date of the commencement and the date of the termination
of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by
any trust company, bank, banker or other depositary reasonably acceptable to the Company, wherever situated, if such certificate
shall be deemed by the Company and the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate
or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory.
The Trustee and the Company may assume that such ownership of any Bearer Security continues until (i) another certificate
or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (ii) such Bearer Security
is produced to the Trustee by some other Person, or (iii) such Bearer Security is surrendered in exchange for a Registered
Security, or (iv) such Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the date of the commencement and the date of the termination
of holding the same may also be proved in any other manner which the Company and the Trustee deem sufficient.


 


(5) If the Company shall
solicit from the Holders of any Registered Securities any request, demand, authorization, direction, notice, consent, waiver or
other Act, the Company may at its option (but is not obligated to), by Board Resolution, fix in advance a record date for the determination
of Holders of Registered Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other Act. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of Registered Securities of record at the close of business
on such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no
such authorization, agreement or consent by the Holders of Registered Securities shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months after the record date.


 


(6) Any request, demand,
authorization, direction, notice, consent, waiver or other Act by 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 or suffered to be done by the Trustee, any Security Registrar, any Paying Agent or
the Company in reliance thereon, whether or not notation of such Act is made upon such Security.


 




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Section 1.5           Notices,
Etc. to the Trustee and the Company.


 


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


 


(1) the Trustee by any
Holder or the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office, or


 


(2) the Company by the
Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to the Company addressed to the attention of its Chief Financial Officer, Chief Accounting
Officer or Secretary, at the address of its principal office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Company.


 


Section 1.6           Notice
to Holders of Securities; Waiver.


 


Except as otherwise
expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders of Securities of any event,


 


(1) such notice shall
be sufficiently given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder
of a Registered Security 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; and


 


(2) such notice shall
be sufficiently given to Holders of Bearer Securities, if any, if published in an Authorized Newspaper in The City of New York
and, if such Securities are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city
as the Company shall advise the Trustee that such stock exchange so requires, on a Business Day at least twice, the first such
publication to be not earlier than the earliest date and the second such publication not later than the latest date prescribed
for the giving of such notice.


 


In any case
where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as
provided herein. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly
given or provided. In the 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.


 


In case by reason of
the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearers Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose
hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any
notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above.


 


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


 


Section 1.7           Language
of Notices.


 


Any request, demand,
authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in an official language of the country of publication.


 




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Section 1.8           Conflict
with Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c)
thereof, such required provision shall control.


 


Section 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.


 


Section 1.10         Successors
and Assigns.


 


All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


 


Section 1.11         Separability
Clause.


 


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


 


Section 1.12         Benefits
of Indenture.


 


Nothing in this Indenture,
any Security or any Coupon, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent, any Authenticating Agent and their successors hereunder[, the holders of Senior Indebtedness] and the Holders
of Securities or Coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.13         Governing
Law.


 


This Indenture, the
Securities and any Coupons shall be governed by and construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said state.


 


Section 1.14         Legal
Holidays.


 


Unless otherwise specified
in or pursuant to this Indenture or any Securities, in any case where any Interest Payment Date, Stated Maturity or Maturity of
any Security, or the last date on which a Holder has the right to convert or exchange Securities of a series that are convertible
or exchangeable, shall be a Legal Holiday at any Place of Payment, then (notwithstanding any other provision of this Indenture,
any Security or any Coupon other than a provision in any Security or Coupon that specifically states that such provision shall
apply in lieu hereof) payment need not be made at such Place of Payment on such date, and such Securities need not be converted
or exchanged on such date but such payment may be made, and such Securities may be converted or exchanged, on the next succeeding
day that is a Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or at
the Stated Maturity or Maturity or on such last day for conversion or exchange, and no interest shall accrue on the amount payable
on such date or at such time for the period from and after such Interest Payment Date, Stated Maturity, Maturity or last day for
conversion or exchange, as the case may be, to such next succeeding Business Day.


 


Section 1.15         Counterparts.


 


This Indenture may
be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.


 




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Section 1.16         Judgment
Currency.


 


The Company agrees,
to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment
in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, or Additional
Amounts 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 requisite amount of the Required Currency with the Judgment Currency on
the New York Banking Day preceding the day on which a final unappealable judgment is given and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment (whether or not entered in accordance with clause (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. For purposes of the foregoing, “New York Banking Day” means any day except
a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed.


 


Section 1.17         No
Security Interest Created.


 


Nothing in this Indenture
or in any Security, express or implied, shall be construed to constitute a security interest under the Uniform Commercial Code
or similar legislation, as now or hereafter enacted and in effect in any jurisdiction where property of the Company or its Subsidiaries
is or may be located.


 


Section 1.18         Limitation
on Individual Liability.


 


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


 


Article
2.

SECURITIES FORMS


 


Section 2.1           Forms
Generally.


 


Each Registered Security,
Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in substantially
the form attached as Exhibit A and as set forth pursuant to this Article, or in such other form established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may
have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently
herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon.


 


Unless otherwise provided
in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons and shall
not be issuable upon the exercise of warrants.


 


Definitive Securities
and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved
border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing
such Securities or Coupons, as evidenced by their execution of such Securities or Coupons.


 




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Section 2.2           Form
of Trustee’s Certificate of Authentication.


 


Subject to Section 6.12,
the Trustee’s certificate of authentication shall be in substantially the following form:


 


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


 


	Dated:	 	 
	 	 	 
	 	 	As Trustee
	 	 	 
	 	 	 
	 	 	By:  	 
	 	 	Authorized Officer


 


Section 2.3           Securities
in Global Form.


 


Unless otherwise provided
in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form.
If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities
shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the
terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented
thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented
thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be
delivered pursuant to Section 3.3 or 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable,
Section 3.4, the Trustee shall deliver and redeliver, in each case at the Company’s expense, any Security in permanent
global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by the Company
with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officer’s
Certificate and need not be accompanied by an Opinion of Counsel.


 


Notwithstanding the
provisions of Section 3.7, unless otherwise specified in or pursuant to this Indenture or any Security, payment of principal
of, any premium and interest on, and any Additional Amounts in respect of, any Security in temporary or permanent global form shall
be made to the Person or Persons specified therein.


 


Notwithstanding the
provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the
Company or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security
(i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in
the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 3.1.


 


Article
3.

THE SECURITIES


 


Section 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.


 


With respect to any
Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and set
forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto,


 


(1) the title of such
Securities and the series in which such Securities shall be included;


 


(2) any limit upon the
aggregate principal amount of the Securities of such title or the Securities of such 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 such series pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7, upon repayment in part of any
Registered Security of such series pursuant to Article 13, upon surrender in part of any Registered Security for conversion into
other securities of the Company or exchange for securities of another issuer pursuant to its terms, or pursuant to or as contemplated
by the terms of such Securities);


 




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(3) if such Securities
are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities,
and whether the Bearer Securities are to be issuable with Coupons, without Coupons or both, and any restrictions applicable to
the offer, sale or delivery of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered
Securities and vice versa;


 


(4) if any of such Securities
are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities
are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global
Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination,
and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 3.5, and
(iii) the name of the Depository or the U.S. Depository, as the case may be, with respect to any such global Security;


 


(5) if any of such Securities
are to be issuable as Bearer Securities or in global form, the date as of which any such Bearer Security or global Security shall
be dated (if other than the date of original issuance of the first of such Securities to be issued);


 


(6) if any of such Securities
are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form
payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive
Securities shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its
account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment
received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date;


 


(7) the date or dates,
or the method or methods, if any, by which such date or dates shall be determined, on which the principal of such Securities is
payable;


 


(8) the rate or rates
at which such Securities shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined,
the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which such date or dates
are to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date,
if any, for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional
Amounts on such Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest
on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;


 


(9) if in addition to
or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, any premium and interest
on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities
may be surrendered for registration of transfer or exchange, any of such Securities may be surrendered for conversion or exchange
and notices or demands to or upon the Company in respect of such Securities and this Indenture may be served, the extent to which,
or the manner in which, any interest payment or Additional Amounts on a global Security on an Interest Payment Date, will be paid
and the manner in which any principal of or premium, if any, on any global Security will be paid;


 


(10) whether any of such
Securities are to be redeemable at the option of the Company and, if so, the date or dates on which, the period or periods within
which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or
in part, at the option of the Company;


 


(11) whether the Company
is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision or at the option
of any Holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which
and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to
such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;


 




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(12) the denominations
in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $1,000 and any
integral multiple thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if
other than the denomination of $5,000;


 


(13) whether the Securities
of the series will be convertible into or exchangeable for Common Stock of the Company or Preferred Stock of the Company, at the
option of the Company or the Holder or upon the occurrence of any condition or event, and if so, the terms and conditions upon
which such Securities will be so convertible or exchangeable, and any deletions from or modifications or additions to this Indenture
to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof;


 


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


 


(15) whether the amount
of payments of principal of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined
with reference to an index, formula or other method or methods (which index, formula or method or methods may be based, without
limitation, on one or more currencies, commodities, equity securities, equity indices or other indices), and, if so, the terms
and conditions upon which and the manner in which such amounts shall be determined and paid or payable;


 


(16) any deletions from,
modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, whether
or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;


 


(17) whether either or
both of Section 4.2(2) relating to defeasance or Section 4.2(3) relating to covenant defeasance shall not be applicable
to the Securities of such series, or any covenants in addition to those specified in Section 4.2(3) relating to the Securities
of such series which shall be subject to covenant defeasance, and any deletions from, or modifications or additions to, the provisions
of Article 4 in respect of the Securities of such series;


 


(18) whether any of such
Securities are to be issuable upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated
and delivered;


 


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


 


(20) if there is more
than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or
Authenticating Agent with respect to such Securities;


 


(21) [any deletions from
or modifications or additions to the provisions of Article 16 in respect of such Securities;] and


 


(22) any other terms
of such Securities and any other deletions from or modifications or additions to this Indenture in respect of such Securities.


 


All Securities of any
one series and all Coupons, if any, appertaining to Bearer Securities of such series shall be substantially identical except as
to denomination and the rate of interest thereon, or method of determining the rate of interest, if any, Maturity, and the date
from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to the Board Resolution
and set forth in the Officer’s Certificate or in any indenture or indentures supplemental hereto pertaining to such series
of Securities. The terms of the Securities of any series may provide, without limitation, that the Securities shall be authenticated
and delivered by the Trustee on original issue from time to time upon written order of persons designated in the Officer’s
Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officer’s Certificate
or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officer’s
Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise
so provided, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of
such series of Securities.


 




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If any of the terms
of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution
shall be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of such
series.


 


[The Securities shall
be subordinated in right of payment to Senior Indebtedness as provided in Article 16.]


 


Section 3.2           Currency;
Denominations.


 


Unless otherwise provided
in or pursuant to this Indenture, the principal of, any premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated
in Dollars shall be issuable in registered form without Coupons in denominations of $1,000 and any integral multiple thereof, and
the Bearer Securities denominated in Dollars shall be issuable in the denomination of $5,000. Securities not denominated in Dollars
shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture.


 


Section 3.3           Execution,
Authentication, Delivery and Dating.


 


Securities shall be
executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, the President or any Vice President
or the Treasurer or any Assistant Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of
its Assistant Secretaries. Coupons shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive
Officer, the President or any Vice President, the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary
of the Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile.


 


Securities and any
Coupons appertaining thereto 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 and Coupons or did not hold such offices at the date of original issuance
of such Securities or Coupons.


 


At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication and, provided that the Board Resolution and Officer’s
Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company
Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. In
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities
and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d)
of the Trust Indenture Act) shall be fully protected in relying upon,


 


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


 


(a) the form or forms
and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture;


 


(b) all conditions
precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with
and that such Securities and Coupons, when completed by appropriate insertions, executed under the Company’s corporate seal
and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for
authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited
by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar
laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture;
such Opinion of Counsel need express no opinion as to the availability of equitable remedies;


 




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(c) all laws and requirements
in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and


 


(d) this Indenture
has been qualified under the Trust Indenture Act; and


 


(2) an Officer’s
Certificate stating that, to the best knowledge of the Persons executing such certificate, all conditions precedent to the execution,
authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with, and no event
which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred
and be continuing.


 


If all the Securities
of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer’s
Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be
delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written
request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate
and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions
precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied
with and that no Event of Default with respect to any of the Securities has occurred or is continuing.


 


The Trustee shall not
be required to authenticate or to cause an Authenticating Agent to authenticate any 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 or if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken.


 


Each Registered Security
shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.


 


No Security or Coupon
appertaining thereto 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 in Section 2.2 or 6.12 executed
by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless
all Coupons appertaining thereto then matured have been detached and cancelled.


 


Section 3.4           Temporary
Securities.


 


Pending the preparation
of definitive Securities, the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate
and deliver, in the manner provided in Section 3.3, temporary Securities in lieu thereof 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, in registered form or, if authorized in or pursuant to this Indenture, in bearer form with one
or more Coupons or without Coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers
of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.


 


Except in the case
of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive
Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such
temporary Securities shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder thereof. Upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture, shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive
Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth
in or pursuant to this Indenture. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global
Security, 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.


 




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Section
3.5           Registration, Transfer and Exchange.


 


With respect to the
Registered Securities of each series, if any, the Company shall cause to be kept a register (each such register being herein sometimes
referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and
of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for
that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be
the initial Security Registrar for each series of Securities. The Company shall have the right to remove and replace from time
to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective until
a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have
accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be Security Registrar with
respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.


 


Upon surrender for
registration of transfer of any Registered Security of any series at any Office or Agency for such series, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered
Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount
bearing a number not contemporaneously outstanding and containing identical terms and provisions.


 


At the option of the
Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical
terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities
to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange
is entitled to receive.


 


If provided in or pursuant
to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may
be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or
Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange
may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount
equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing
Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 10.2, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding
the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange
for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular
Record Date and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment,
as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person
so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture.


 


If provided in or pursuant
to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may
be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect
to such series.


 




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Whenever any Securities
are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


Notwithstanding the
foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive
Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) the Company
executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable, or (iii) an
Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global
Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or
(iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in such form and denominations
as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal
amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or such other
Depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee
and the U.S. Depository or such other Depository, as the case may be (which instructions shall be in writing but need not be contained
in or accompanied by an Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part,
for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in
exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which (unless
such Securities are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities
exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant
to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance
of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business
15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided,
further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion
of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange
in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or
such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above.
If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or
Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date
for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest
or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Security shall be
payable in accordance with the provisions of this Indenture.


 


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 entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration
of transfer or exchange.


 


Every Registered Security
presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the
Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar for such Security 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, or redemption of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that
may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4,
9.5 or 11.7 not involving any transfer.


 




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Except as otherwise
provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption
of Securities of like tenor and the same series under Section 11.3 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer of or exchange any Registered Security selected for redemption in whole or in part,
except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any
Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security
may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to
issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not to be so repaid.


 


Section
3.6           Mutilated, Destroyed, Lost and Stolen Securities.


 


If any mutilated Security
or a Security with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the provisions of this Section 3.6,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining
thereto corresponding to the Coupons, if any, appertaining to the surrendered Security.


 


If there be delivered
to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or Coupon,
and (ii) 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 or Coupon has been acquired by a bona fide purchaser,
the Company shall execute and, upon the Company’s request the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or
stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Security of the same series containing
identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining
thereto corresponding to the Coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which
such destroyed, lost or stolen Coupon appertains.


 


Notwithstanding the
foregoing provisions of this Section 3.6, in case any mutilated, destroyed, lost or stolen Security or Coupon 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 or
Coupon; provided, however, that payment of principal of, any premium or interest on or any Additional Amounts with respect to any
Bearer Securities shall, except as otherwise provided in Section 10.2, be payable only at an Office or Agency for such Securities
located outside the United States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities
and any Additional Amounts with respect to such interest shall be payable only upon presentation and surrender of the Coupons appertaining
thereto.


 


Upon the issuance of
any new Security under this Section 3.6, 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,
with any Coupons appertaining thereto issued pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of
the Company, whether or not the destroyed, lost or stolen Security and Coupons appertaining thereto or the destroyed, lost or stolen
Coupon 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 such series and any Coupons, if any, duly issued hereunder.


 


The provisions of this
Section 3.6, as amended or supplemented pursuant to this Indenture with respect to particular Securities or generally, shall
be 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 or Coupons.


 


Section
3.7           Payment of Interest and Certain Additional Amounts;
Rights to Interest and Certain Additional Amounts Preserved.


 


Unless otherwise provided
in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall
be payable, and are punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name
such Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date for
such interest.


 




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Unless otherwise provided
in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall
be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof 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, as provided
in clause (1) or (2) below:


 


(1) The Company may elect
to make payment of any Defaulted Interest to the Person in whose name such Registered Security (or a Predecessor Security thereof)
shall be registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be
fixed by the Company in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on such Registered Security, the Special Record Date therefor 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 on or prior to the date
of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted
Interest as provided in this clause (1). The Special Record Date for the payment of such Defaulted Interest 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 notification to the
Trustee of the proposed payment. The Trustee shall, in the name and at the expense of the Company, cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder
of such Registered Security (or a Predecessor Security thereof) at his address as it appears in the Security Register not less
than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company,
cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan,
The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Person in whose name such Registered Security (or a Predecessor Security thereof)
shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following
clause (2).


 


(2) The Company may make
payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange
on which such Security 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 (2), such payment shall be deemed practicable by the Trustee.


 


Unless otherwise provided
in or pursuant to this Indenture or the Securities of any particular series pursuant to the provisions of this Indenture, at the
option of the Company, interest on Registered Securities that bear interest may be paid by mailing a check to the address of the
Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee
with a bank located in the United States.


 


Subject to the foregoing
provisions of this Section and Section 3.5, 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.


 


In the case of any
Registered Security of any series that is convertible into other securities of the Company or exchangeable for securities of another
issuer, which Registered Security is converted or exchanged after any Regular Record Date and on or prior to the next succeeding
Interest Payment Date (other than any Registered Security with respect to which the Stated Maturity is prior to such Interest Payment
Date), interest with respect to which the Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment
Date notwithstanding such conversion or exchange, and such interest (whether or not punctually paid or duly provided for) shall
be paid to the Person in whose name that Registered Security (or one or more predecessor Registered Securities) is registered at
the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence,
in the case of any Registered Security which is converted or exchanged, interest with respect to which the Stated Maturity is after
the date of conversion or exchange of such Registered Security shall not be payable.


 


Section
3.8           Persons Deemed Owners.


 


Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered
Security for the purpose of receiving payment of principal of, any premium and (subject to Sections 3.5 and 3.7) interest on and
any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment
with respect to such Registered Security shall be overdue, and none of the Company, the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 




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The Company, the Trustee
and any agent of the Company or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute
owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and none of the Company, the Trustee
or any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


No Holder of any beneficial
interest in any global Security held on its behalf by a Depository shall have any rights under this Indenture with respect to such
global Security, and such Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as
the owner of such global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security
Registrar 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.


 


Section
3.9           Cancellation.


 


All Securities and
Coupons surrendered for payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and
Coupons, as well as Securities and Coupons surrendered directly to the Trustee for any such purpose, shall be cancelled promptly
by the Trustee. 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 all Securities so delivered shall be cancelled
promptly by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by or pursuant to this Indenture. All cancelled Securities and Coupons held by the
Trustee shall be destroyed by the Trustee, unless by a Company Order the Company directs their return to it.


 


Section
3.10         Computation of Interest.


 


Except as otherwise
provided in or pursuant to this Indenture or in any Security, interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.


 


Article
4.


SATISFACTION AND
DISCHARGE OF INDENTURE


 


Section
4.1           Satisfaction and Discharge.


 


Upon the direction
of the Company by a Company Order, this Indenture shall cease to be of further effect [and the provisions of Article 16 shall cease
to be effective,] with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto,
and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture as to such series, when


 


(1) either


 


(a) all Securities
of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining
to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange
whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series
which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, (iii) Coupons
appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender
has been waived as provided in Section 11.7, and (iv) Securities and Coupons of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or


 




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(b) all Securities
of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not theretofore delivered to the
Trustee for cancellation, (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity
within one year, or (iii) if redeemable at the option of the Company, 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 (i), (ii) or (iii) above, has deposited or caused to be deposited with
the Trustee as trust funds in trust for such purpose, money in an amount sufficient to pay and discharge the entire indebtedness
on such Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the
principal of, any premium and interest on, and any Additional Amounts with respect to such Securities and any Coupons appertaining
thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Maturity thereof,
as the case may be;


 


(2) the Company has paid
or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series
and any Coupons appertaining thereto; and


 


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


 


In the event there
are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee
and if the other conditions thereto are met.


 


Notwithstanding the
satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee
under Section 6.7 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Company and the Trustee with respect to the Securities of such series under Sections 3.5,
3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated
by Section 10.4 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and with respect to any rights to convert
or exchange such Securities into securities of the Company or another issuer shall survive.


 


Section
4.2           Defeasance and Covenant Defeasance.


 


(1) Unless pursuant to
Section 3.1, either or both of (i) defeasance of the Securities of or within a series under clause (2) of this Section 4.2
shall not be applicable with respect to the Securities of such series or (ii) covenant defeasance of the Securities of or
within a series under clause (3) of this Section 4.2 shall not be applicable with respect to the Securities of such series,
then such provisions, together with the other provisions of this Section 4.2 (with such modifications thereto as may be specified
pursuant to Section 3.1 with respect to any Securities), shall be applicable to such Securities and any Coupons appertaining
thereto, and the Company may at its option by Board Resolution, at any time, with respect to such Securities and any Coupons appertaining
thereto, elect to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding Securities and any Coupons appertaining
thereto upon compliance with the conditions set forth below in this Section 4.2.


 


(2) Upon the Company’s
exercise of the above option applicable to this Section 4.2(2) with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations[, and the provisions of Article 16 shall cease to be effective,] with
respect to such Outstanding Securities and any Coupons appertaining thereto on the date the conditions set forth in clause (4) of
this Section 4.2 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness represented by such Outstanding Securities and any Coupons
appertaining thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of clause (5) of
this Section 4.2 and the other Sections of this Indenture referred to in clauses (i) and (ii) below, and to have
satisfied all of its other obligations under such Securities and any Coupons appertaining thereto, and this Indenture insofar as
such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities and any Coupons appertaining thereto to receive, solely
from the trust fund described in clause (4) of this Section 4.2 and as more fully set forth in such clause, payments
in respect of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, with respect to,
such Securities and any Coupons appertaining thereto when such payments are due, and any rights of such Holder to convert such
Securities into other securities of the Company or exchange such Securities for securities of another issuer, (ii) the obligations
of the Company and the Trustee with respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3 and with respect to the payment
of Additional Amounts, if any, on such Securities as contemplated by Section 10.4 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.2(4)(a)
below), and with respect to any rights to convert such Securities into other securities of the Company or exchange such Securities
for securities of another issuer, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 4.2. The Company may exercise its option under this Section 4.2(2) notwithstanding the prior exercise of its
option under clause (3) of this Section 4.2 with respect to such Securities and any Coupons appertaining thereto.


 




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(3) Upon the Company’s
exercise of the option to have this Section 4.2(3) apply with respect to any Securities of or within a series, the Company
shall be released from its obligations under, to the extent specified pursuant to Section 3.1(19), any covenant applicable
to such Securities[, and the provisions of Article 16 shall cease to be effective as it relates to the aforementioned obligations
and covenants,] with respect to such Outstanding Securities and any Coupons appertaining thereto, on and after the date the conditions
set forth in clause (4) of this Section 4.2 are satisfied (hereinafter, “covenant defeasance”), and such
Securities and any Coupons appertaining thereto shall thereafter be deemed to be 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 any
such obligation or covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any Coupons appertaining thereto,
the Company may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in
any such Section or such other covenant, [or Article,] whether directly or indirectly, by reason of any reference elsewhere herein
to any such Section or such other covenant[, or Article,] or by reason of reference in any such Section or such other covenant[,
or Article,] to any other provision herein or in any other document and such omission to comply shall not constitute a default
or an Event of Default under Section 5.1(4) or 5.1(7) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and Coupons appertaining thereto shall be unaffected thereby.


 


(4) The following shall
be the conditions to application of clause (2) or (3) of this Section 4.2 to any Outstanding Securities of or within
a series and any Coupons appertaining thereto:


 


(a) The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.8
who shall agree to comply with the provisions of this Section 4.2 applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of
such Securities and any Coupons appertaining thereto, (1) an amount in Dollars, or (2) Government Obligations applicable
to such Securities and Coupons appertaining thereto, which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium,
if any) and interest, if any, on such Securities and any Coupons appertaining thereto, money in an amount, or (3) a combination
thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge,
(y) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any Coupons appertaining
thereto at the Stated Maturity of such principal or installment of principal or premium or interest and (z) any mandatory
sinking fund payments or analogous payments applicable to such Outstanding Securities and any Coupons appertaining thereto on the
days on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any Coupons
appertaining thereto.


 


(b) Such defeasance
or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it is bound.


 


(c) No Event of Default
or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any Coupons
appertaining thereto shall have occurred and be continuing on the date of such deposit and, with respect to defeasance only, at
any time during the period ending on the 123rd day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until the expiration of such period).


 


(d) In the case of
an election under clause (2) of this Section 4.2, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (i) the Company has received from the Internal Revenue Service a letter ruling, or there has been published by
the Internal Revenue Service a Revenue Ruling, or (ii) since the date of execution of this Indenture, there has been a change
in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that,
the Holders of such Outstanding Securities and any Coupons appertaining thereto will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not occurred.


 




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(e) In the case of
an election under clause (3) of this Section 4.2, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of such Outstanding Securities and any Coupons appertaining thereto 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.


 


(f) The Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that, after the 123rd
day after the date of deposit, all money and Government Obligations (or other property as may be provided pursuant to Section 3.1)
(including the proceeds thereof) deposited or caused to be deposited with the Trustee (or other qualifying trustee) pursuant to
this clause (4) to be held in trust will not be subject to any case or proceeding (whether voluntary or involuntary) in respect
of the Company under any Federal or State bankruptcy, insolvency, reorganization or other similar law, or any decree or order for
relief in respect of the Company issued in connection therewith.


 


(g) [At the time of
the deposit, (i) no default in the payment of any principal of, premium, if any, or interest on any Senior Indebtedness shall
have occurred and be continuing, (ii) no event of default with respect to any Senior Indebtedness shall have resulted in such
Senior Indebtedness becoming, and continuing to be, due and payable prior to the date on which it would otherwise have become due
and payable (unless payment of such Senior Indebtedness has been made or duly provided for), and (iii) no other event of default
with respect to any Senior Indebtedness shall have occurred and be continuing permitting (after notice or lapse of time or both)
the holders of such Senior Indebtedness (or a trustee on behalf of such holders) to declare such Senior Indebtedness due and payable
prior to the date on which it would otherwise have become due and payable.]


 


(h) The Company shall
have delivered to the Trustee an Officer’s Certificate and the Company shall have delivered to the Trustee an Opinion of
Counsel, each stating that all conditions precedent to the defeasance or covenant defeasance under clause (2) or (3) of
this Section 4.2 (as the case may be) have been complied with.


 


(i) Notwithstanding
any other provisions of this Section 4.2(4), such defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant
to Section 3.1.


 


(5) The Company shall
pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes of this Section 4.2(5) and Section 4.3,
the “Trustee”) against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited
pursuant to this Section 4.2 or the principal or 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 such Outstanding Securities and any Coupons appertaining thereto.


 


Anything in this Section 4.2
to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request, any money
or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4) of this Section 4.2
which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance
or covenant defeasance, as applicable, in accordance with this Section 4.2.


 


Section
4.3           Application of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 10.3, all money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee pursuant to Section 4.1 or 4.2 in respect
of any Outstanding Securities of any series and any Coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any Coupons appertaining thereto 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
Holders of such Securities and any Coupons appertaining thereto of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest and Additional Amounts, if any; but such money and Government Obligations need not be segregated
from other funds except to the extent required by law. [Money and Government Obligations so held in trust shall not be subject
to the provisions of Article 16 except to the extent set forth in Section 16.1.] [Money and Government Obligations deposited
with the Trustee pursuant to Section 4.1 (and held by it or a Paying Agent) for the payment of Securities subsequently converted
shall be returned to the Company upon Company Request.]


 




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Section
4.4           Reinstatement.


 


If the Trustee or any
Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 4.2(2)
or 4.2(3) shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities,
until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 4.3 with
respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Securities following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


Article
5.


REMEDIES


 


Section
5.1           Events of Default.


 


“Event of Default,”
wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be [occasioned by the provisions of Article 16, or 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), unless such event is specifically deleted or modified in or pursuant to the supplemental indenture, Board
Resolution or Officer’s Certificate establishing the terms of such Series pursuant to this Indenture:


 


(1) default in the payment
of any interest on any Security of such series, or any Additional Amounts payable with respect thereto, when such interest becomes
or such Additional Amounts become due and payable, and continuance of such default for a period of 30 days; or


 


(2) default in the payment
of the principal of or any premium on any Security of such series, or any Additional Amounts payable with respect thereto, when
such principal or premium becomes or such Additional Amounts become due and payable at their Maturity; or


 


(3) default in the deposit
of any sinking fund payment when and as due by the terms of a Security of such series; or


 


(4) default in the performance,
or breach, of any covenant or warranty of the Company in this Indenture or the Securities (other than a covenant or warranty a
default in the performance or the breach of which is elsewhere in this Section specifically dealt with or which has been expressly
included in this Indenture solely for the benefit of a series of Securities other than such 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 such 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


 


(5) the entry by a court
having competent jurisdiction of:


 


(a) a decree or order
for relief in respect of the Company in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or
other similar law and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(b) a decree or order
adjudging the Company to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of
the Company and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(c) a final and non-appealable
order appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the Company of any substantial
part of the property of the Company or ordering the winding up or liquidation of the affairs of the Company; or


 




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(6) the commencement
by the Company of a voluntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of
a voluntary proceeding seeking to be adjudicated insolvent or the consent by the Company to the entry of a decree or order for
relief in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any insolvency proceedings against it, or the filing by the Company of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of the Company or relief under any applicable law, or the consent by the
Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee or similar official of the Company or any substantial part of the property of the Company or the making by the Company
of an assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action;
or


 


(7) any other Event of
Default provided in or pursuant to this Indenture with respect to Securities of such series.


 


Section
5.2           Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default
with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in clause (5) or
(6) of Section 5.1) occurs and is continuing, then the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Securities of such series may declare the principal of all the Securities of such series, or such lesser amount
as may be provided for in the Securities of such series, to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount shall become immediately
due and payable.


 


If an Event of Default
specified in clause (5) or (6) of Section 5.1 occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or such lesser amount as may be provided for in the Securities of such series) shall ipso facto become
and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of any Security
of that series.


 


At any time after a
declaration of acceleration with respect to the 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 provided, the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if


 


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


 


(a) all overdue installments
of any interest on and Additional Amounts with respect to all Securities of such series and any Coupon appertaining thereto,


 


(b) the principal of
and any premium on any Securities of such series which have become due otherwise than by such declaration of acceleration and interest
thereon and any Additional Amounts with respect thereto at the rate or rates borne by or provided for in such Securities,


 


(c) to the extent that
payment of such interest or Additional Amounts is lawful, interest upon overdue installments of any interest and Additional Amounts
at the rate or rates borne by or provided for in such Securities, and


 


(d) all sums paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and all other amounts due the Trustee under Section 6.7; and


 


(2) all Events of Default
with respect to Securities of such series, other than the non-payment of the principal of, any premium and interest on, and any
Additional Amounts with respect to Securities of such series which shall have become due solely by such declaration of acceleration,
shall 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.


 


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


 


The Company covenants
that if


 




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(1) default is made in
the payment of any installment of interest on or any Additional Amounts with respect to any Security or any Coupon appertaining
thereto when such interest or Additional Amounts shall have become due and payable and such default continues for a period of 30
days, or


 


(2) default is made in
the payment of the principal of or any premium on any Security or any Additional Amounts with respect thereto at their Maturity,
the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities and any Coupons
appertaining thereto, the whole amount of money then due and payable with respect to such Securities and any Coupons appertaining
thereto, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts at the rate or rates borne by or provided for in
such Securities, and, in addition thereto, such further amount of money 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
and all other amounts due to the Trustee under Section 6.7.


 


If the Company fails
to pay the money it is required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the
money so due and unpaid, and 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 any Coupons appertaining thereto and collect the monies 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 and any Coupons
appertaining thereto, 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 and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted herein
or therein, or to enforce any other proper remedy.


 


Section
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 of any series or the property of the Company or such
other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company
for the payment of any overdue principal, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention
in such proceeding or otherwise,


 


(1) to file and prove
a claim for the whole amount, or such lesser amount as may be provided for in the Securities of any applicable series, of the principal
and any premium, interest and Additional Amounts owing and unpaid in respect of the Securities and any Coupons appertaining thereto
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 or counsel) and of the
Holders of Securities or any Coupons appertaining thereto allowed in such judicial proceeding, and


 


(2) to collect and receive
any monies 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 of Securities or any Coupons to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders of Securities or any Coupons, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due
the Trustee under Section 6.7.


 


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


 




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


 


All rights of action
and claims under this Indenture or any of the Securities or Coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or Coupons 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 or judgment, after provision for
the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall
be for the ratable benefit of each and every Holder of the Securities or Coupons in respect of which such judgment has been recovered.


 


Section
5.6           Application of Money Collected.


 


[Subject to Article
16, any/Any] money collected by the Trustee pursuant to this Article 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, interest or Additional
Amounts, upon presentation of the Securities or Coupons, or both, as the case may be, 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 and any predecessor Trustee under Section 6.7;


 


SECOND: To the payment
of the amounts then due and unpaid upon the Securities and any Coupons for principal and any premium, interest and Additional Amounts
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 aggregate amounts due and payable on such Securities and Coupons for principal and any premium, interest and Additional
Amounts, respectively;


 


THIRD: The balance,
if any, to the Person or Persons entitled thereto.


 


Section
5.7           Limitations on Suits.


 


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


 


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


 


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


 


(3) such Holder or Holders
have offered to the Trustee such indemnity as is reasonably satisfactory to it against the costs, expenses and liabilities to be
incurred in compliance with such request;


 


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


 


(5) no direction inconsistent
with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount
of the Outstanding Securities of such 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 or any Security to affect, disturb
or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain
priority or preference over any other 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.


 


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


 


Notwithstanding any
other provision in this Indenture, the Holder of any Security or Coupon shall have the right, which is absolute and unconditional,
to receive payment of the principal of, any premium and (subject to Sections 3.5 and 3.7) interest on, and any Additional Amounts
with respect to, such Security or payment of such Coupon, as the case may be, on the respective Stated Maturity or Maturities therefor
specified in such Security or Coupon (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the
option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is due) [and to convert such Security
in accordance with Article 15 hereof,] and to institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.


 




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Section
5.9           Restoration of Rights and Remedies.


 


If the Trustee or any
Holder of a Security or a Coupon 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 the Company, the Trustee and each such Holder shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each
such Holder shall continue as though no such proceeding had been instituted.


 


Section
5.10         Rights and Remedies Cumulative.


 


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph
of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security
or a Coupon is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law,
shall 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, to the extent permitted by
law, prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section
5.11         Delay or Omission Not Waiver.


 


No delay or omission
of the Trustee or of any Holder of any Security or Coupon 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 or by law to the Trustee or to any Holder of a Security or a Coupon may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be.


 


Section
5.12         Control by Holders of Securities.


 


The Holders of a majority
in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to
the Securities of such series and any Coupons appertaining thereto, provided that


 


(1) such direction shall
not be in conflict with any rule of law or with this Indenture or with the Securities of such series,


 


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


 


(3) such direction is
not unduly prejudicial to the rights of the other Holders of Securities of such series not joining in such action.


 


Section
5.13         Waiver of Past Defaults.


 


The Holders of not
less than a majority in principal amount of the Outstanding Securities of any series on behalf of the Holders of all the Securities
of such series and any Coupons appertaining thereto may waive any past default hereunder with respect to such series and its consequences,
except a default


 


(1) in the payment of
the principal of, any premium or interest on, or any Additional Amounts with respect to, any Security of such series or any Coupons
appertaining thereto, or


 


(2) in respect of a covenant
or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each Outstanding Security
of such series affected.


 




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


 


Section
5.14         Waiver of Usury, Stay or Extension Laws.


 


The Company covenants
that (to the extent that it may lawfully do so) it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and the Company expressly waives (to the extent that it may
lawfully do so) 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.


 


Section
5.15         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 or omitted by it as Trustee, the filing by any party litigant in such suit of any 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 5.15 shall not apply 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 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, if any, on or Additional Amounts, if any, with respect to any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the Redemption Date, and, in the case of repayment, on or
after the date for repayment) or for the enforcement of the right, if any, to convert or exchange any Security into other securities
in accordance with its terms.


 


Article
6.


THE TRUSTEE


 


Section
6.1           Certain Duties and Responsibilities.


 


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


 


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


 


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


 


(b) In case an Event
of Default actually known to a Responsible Officer of the Trustee 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


 


(1) this paragraph (c) shall
not be construed to limit the effect of paragraph (a) of this Section 6.1;


 


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


 




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(3) the Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities 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.


 


Section
6.2           Certain Rights of Trustee.


 


Subject to the provisions
of Section 6.1:


 


(1) 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, coupon or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(2) any request or direction
of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order (in each case, other than
delivery of any Security, together with any Coupons appertaining thereto, 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;


 


(3) 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 shall be herein specifically prescribed) may, in the absence of bad faith
on its part, request and rely upon an Officer’s Certificate;


 


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


 


(5) the Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request or
direction of any of the Holders of Securities of any series or any Coupons appertaining thereto pursuant to this Indenture, unless
such Holders shall have offered to the Trustee such security or indemnity as is reasonably satisfactory to it against the costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction;


 


(6) 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, coupon or other paper or document, but the Trustee,
in its discretion, may, but shall not be obligated to 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,
during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney;


 


(7) 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;


 


(8) the Authenticating
Agent, Paying Agent, and Security Registrar shall have the same protections as the Trustee set forth hereunder;


 


(9) 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;


 


(10) whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Article 6;


 


(11) the Trustee shall
not be liable for any action taken or omitted to be taken by it in good faith that is believed to be authorized or within the discretion
or rights or powers conferred upon it by this Indenture, unless the Trustee’s conduct constitutes negligence;


 




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(12) the permissive rights
of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein; and


 


(13) the Trustee shall
not be deemed to have notice or actual knowledge of any Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any Event of Default is received by the Trustee pursuant to Section 1.5 hereof.
Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants or agreements herein or in any series of Securities.


 


Section
6.3           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 entitled to receive reports pursuant to Section 7.3(3), notice of such default hereunder
actually known to a Responsible Officer of the Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or premium, if any), or interest, if any, on, or Additional
Amounts or any sinking fund or purchase fund installment with respect to, any Security of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the best interest
of the Holders of Securities and Coupons of such series. For the purpose of this Section, the term “default” means
any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such
series.


 


Section
6.4           Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained
herein and in the Securities, except the Trustee’s certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the Coupons, except
that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform
its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company
are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall
be accountable for the use or application by the Company of the Securities or the proceeds thereof.


 


Section
6.5           May Hold Securities.


 


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


 


Section
6.6           Money Held in Trust.


 


Except as provided
in Section 4.3 and Section 10.3, money held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law and shall be held uninvested. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed to in writing with the Company.


 


Section
6.7           Compensation and Reimbursement.


 


The Company agrees:


 


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


 


(2) 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 or arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder (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 the Trustee’s negligence
or bad faith; and


 




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(3) to indemnify the
Trustee and its agents, officers, directors and employees for, and to hold them harmless against, any loss, liability or expense
incurred without negligence or bad faith on their 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 themselves against any claim or liability in connection
with the exercise or performance of any of their powers or duties hereunder, except to the extent that any such loss, liability
or expense was due to the Trustee’s negligence or bad faith.


 


As security for the
performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of any
series 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 or interest on or any Additional Amounts with respect to Securities or any Coupons appertaining thereto.


 


To the extent permitted
by law, any compensation or expense incurred by the Trustee after a default specified in or pursuant to Section 5.1 is intended
to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes
of this Section 6.7 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect
the rights of any other Trustee under this Section 6.7.


 


The provisions of this
Section 6.7 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee
and shall apply with equal force and effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.


 


Section
6.8           Corporate Trustee Required; Eligibility.


 


There shall at all
times be a Trustee hereunder that is a Corporation organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, that is eligible under Section 310(a)(1) of the Trust Indenture Act to act
as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000, and that is subject to supervision
or examination by Federal or state authority. 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.


 


Section
6.9           Resignation and Removal; Appointment of Successor.


 


(1) 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 pursuant to Section 6.10.


 


(2) 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 6.10 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 such series.


 


(3) 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 the Company.


 


(4) If at any time:


 


(a) the Trustee shall
fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to Securities
of any series after written request therefor by the Company or any Holder of a Security of such series who has been a bona fide
Holder of a Security of such series for at least six months, or


 


(b) the Trustee shall
cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the Company or any such
Holder, or


 




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(c) the Trustee shall
become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (i) the Company, by or pursuant to a Board Resolution, may remove the
Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of the Trust
Indenture Act, any Holder of a Security 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 removal of the Trustee
with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.


 


(5) 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 or pursuant to a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of such 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 6.10. If, within
one year after such resignation, removal or incapacity, 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 6.10, 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 of Securities
and accepted appointment in the manner required by Section 6.10, any Holder of a Security 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.


 


(6) The Company shall
give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail,
postage prepaid, to the Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security
Register and, if Securities of such series are issued as Bearer Securities, by publishing notice of such event once in an Authorized
Newspaper in each Place of Payment located outside the United States. 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.


 


(7) In no event shall
any retiring Trustee be liable for the acts or omissions of any successor Trustee hereunder.


 


Section
6.10         Acceptance of Appointment by Successor.


 


(1) Upon the appointment
hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and 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 hereunder of the retiring Trustee; but, on the request of the
Company or such successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 10.3,
shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder,
subject nevertheless to its claim, if any, provided for in Section 6.7.


 


(2) Upon the appointment
hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as
to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any
notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the execution
and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent
provided therein, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance
of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, 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 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 such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates and subject to Section 10.3 shall duly
assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, subject to its claim, if any, provided for in Section 6.7.


 




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(3) Upon request of any
Person appointed hereunder as a 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 (1) or (2) of
this Section, as the case may be.


 


(4) No Person shall accept
its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person shall be qualified
and eligible under this Article.


 


Section
6.11         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 by sale or otherwise to all or
substantially all of the corporate trust business of the Trustee shall be the successor of the Trustee hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated
but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.


 


Section
6.12         Appointment of Authenticating Agent.


 


The Trustee may appoint
one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized
to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration
of transfer, partial redemption or partial repayment 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 must be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation
that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act,
is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus
(computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, it 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 by sale
or otherwise to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall
be the successor of such Authenticating Agent hereunder, 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.


 




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An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. 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 (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders
of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall serve, as their names and
addresses appear in the Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice
of such appointment at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal
office if such office is located outside the United States. 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.


 


The Company agrees
to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7.


 


The provisions of Sections
3.8, 6.4 and 6.5 shall be applicable to each Authenticating Agent.


 


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


 


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


 


	Dated:	 
	 	As Trustee
	 	 
	 	By:	 


 


If all of the Securities
of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities
upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officer’s
Certificate by the Company), shall appoint in accordance with this


 


Section an Authenticating
Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.


 


Article
7.


HOLDERS LISTS AND
REPORTS BY TRUSTEE AND COMPANY


 


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


 


In accordance with
Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee


 


(1) semi-annually with
respect to Securities of each series not later than May 1 and November 1 of the year or upon such other dates as are
set forth in or pursuant to the Board Resolution or indenture supplemental hereto authorizing such series, a list, in each case
in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date, and


 


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


 


Section
7.2           Preservation of Information; Communications to Holders.


 


The Trustee shall comply
with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act.


 




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Every Holder of Securities
or Coupons, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company, the Trustee, any
Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with Section 312(c) of the Trust Indenture Act, 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 312(b) of the Trust Indenture Act.


 


Section
7.3           Reports by Trustee.


 


(1) Within 60 days after
September 15 of each year commencing with the first September 15 following the first issuance of Securities pursuant
to Section 3.1, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c)
of the Trust Indenture Act, a brief report dated as of such September 15 with respect to any of the events specified in said
Section 313(a) which may have occurred since the later of the immediately preceding September 15 and the date of this
Indenture.


 


(2) The Trustee shall
transmit the reports required by Section 313(a) and (b) of the Trust Indenture Act at the times specified therein.


 


(3) Reports pursuant
to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture
Act.


 


Section
7.4           Reports by Company.


 


The Company, pursuant to Section 314(a)
of the Trust Indenture Act, shall:


 


(1) file with the Trustee,
within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules
and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which
may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed
and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;


 


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


 


(3) transmit within 30
days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and
(2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.


 


Article
8.


CONSOLIDATION, MERGER
AND SALES


 


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


 


The Company shall not
consolidate with or merge into any other Person (whether or not affiliated with the Company), or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Company),
and the Company shall not permit any other Person (whether or not affiliated with the Company) to consolidate with or merge into
the Company or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company;
unless:


 




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(1) in case the Company
shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially
as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the Company as an entirety or substantially as an entirety
shall be a Corporation organized and existing under the laws of the United States of America or any state thereof or the District
of Columbia and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental
hereto, executed by the successor Person and delivered to the Trustee the due and punctual payment of the principal of, any premium
and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture
and the Outstanding Securities on the part of the Company to be performed or observed and shall provide for conversion or exchange
rights in accordance with the provisions of the Securities [(and in the case of conversion Article 15 hereof as well)] of any series
that are convertible or exchangeable into Common Stock or other securities;


 


(2) immediately after
giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event
of Default or event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be
continuing; and


 


(3) either the Company
or the successor Person shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with
such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.


 


Section
8.2           Successor Person Substituted for Company.


 


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


 


Article
9.


SUPPLEMENTAL INDENTURES


 


Section
9.1           Supplemental Indentures Without Consent of Holders.


 


Without the consent
of any Holders of Securities or Coupons, the Company (when authorized by or pursuant to a Board Resolution) and the Trustee, at
any time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes:


 


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


 


(2) to add to the covenants
of the Company for the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture
or indentures) or to surrender any right or power herein conferred upon the Company; or


 


(3) to add to or change
any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate
any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities,
to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for
Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form,
provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any
Coupons appertaining thereto in any material respect; or


 


(4) to establish the
form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or


 




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(5) 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 6.10; or


 


(6) to cure any ambiguity
or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the
interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material respect;
or


 


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


 


(8) to add any additional
Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or


 


(9) to supplement any
of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of
any series of Securities pursuant to Article 4, provided that any such action shall not adversely affect the interests of any Holder
of an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any
material respect; or


 


(10) to secure the Securities;
or


 


(11) [to make provisions
with respect to conversion or exchange rights of Holders of Securities pursuant to Article 15]; or


 


(12) to amend or supplement
any provision contained herein or in any supplemental indenture, provided that no such amendment or supplement shall materially
adversely affect the interests of the Holders of any Securities then Outstanding.


 


Section
9.2           Supplemental Indentures With Consent of Holders.


 


With the consent of
the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Company’s
Board Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities of such series under this Indenture or of the Securities of such series; provided, however, that no such
supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall


 


(1) change the Stated
Maturity of the principal of, or any premium or installment of interest on or any Additional Amounts with respect to, any Security,
or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional
Amounts with respect thereto, or any premium payable upon the redemption thereof or otherwise, or change the obligation of the
Company to pay Additional Amounts pursuant to the terms hereof (except as contemplated by Section 8.1(1) and permitted by
Section 9.1(1)), 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 the amount thereof provable in bankruptcy
pursuant to Section 5.4, change the redemption provisions or adversely affect the right of repayment at the option of any
Holder as contemplated by Article 13, or change the Place of Payment, currency in which the principal of, any premium or interest
on, or any Additional Amounts with respect to any Security 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,
in the case of repayment at the option of the Holder, on or after the date for repayment), [or modify the provisions of this Indenture
with respect to the subordination of the Securities in a material manner adverse to the Holders,] or


 


(2) reduce the percentage
in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 14.4
for quorum or voting, or


 




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(3) modify any of the
provisions of this Section, 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, or


 


(4) make any change that
adversely affects the right to convert or exchange any Security into or for securities of the Company or other securities (whether
or not issued by the Company), cash or property in accordance with its terms (except as otherwise provided in Section 9.1(11)).


 


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


 


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


 


Section
9.3           Execution of Supplemental Indentures.


 


As a condition to executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust
Indenture Act) 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 and an Officer’s Certificate stating that all conditions precedent
to the execution of such supplemental indenture have been fulfilled. 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.


 


Section
9.4           Effect of Supplemental Indentures.


 


Upon the execution
of any supplemental indenture under this Article, 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 a Security theretofore or thereafter authenticated
and delivered hereunder and of any Coupon appertaining thereto shall be bound thereby.


 


Section
9.5           Reference in Securities to Supplemental Indentures.


 


Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 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.


 


Section
9.6           Conformity With Trust Indenture Act.


 


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


 


Section
9.7           Notice of Supplemental Indenture.


 


Promptly after the
execution by the Company and the Trustee of any supplemental indenture pursuant to Section 9.2, the Company shall transmit
to the Holders of Outstanding Securities of any series affected thereby a notice setting forth the substance of such supplemental
indenture.


 




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Article
10.


COVENANTS


 



Section
10.1         Payment of Principal, Any Premium, Interest and Additional Amounts.


 


The Company covenants
and agrees for the benefit of the Holders of the Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the Securities of such series in accordance with the terms
thereof, any Coupons appertaining thereto and this Indenture. Any interest due on any Bearer Security on or before the Maturity
thereof, and any Additional Amounts payable with respect to such interest, shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally mature.


 


Section
10.2         Maintenance of Office or Agency.


 


The Company shall maintain
in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities,
except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered
for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such
series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or
upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of
a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto,
an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series
and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of
such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain
a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long
as the Securities of such series are listed on such exchange. 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, except that Bearer Securities of such series and
any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect
to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.


 


Except as otherwise
provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or
by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect
to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by
the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium,
interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance
with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions.


 


The Company may also
from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment
for Securities of any series for such purposes. The Company shall 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. Unless otherwise provided in or pursuant to
this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The
City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the
Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency
in the Borough of Manhattan, The City of New York for the Securities of any series.


 


Section
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 shall, on or before each due date of the principal
of, any premium or interest on or Additional Amounts with respect to any of the Securities of such series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.1
for the Securities of such series) sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee
of its action or failure so to act.


 




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Whenever the Company
shall have one or more Paying Agents for any series of Securities, it shall, on or prior to each due date of the principal of,
any premium or interest on or any Additional Amounts with respect to any Securities of such series, deposit with any Paying Agent
a sum (in the currency or currencies, currency unit or units or composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due, such sum to be held in trust for
the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


 


The Company shall 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 shall:


 


(1) hold all sums held
by it for the payment of the principal of, any premium or interest on or any Additional Amounts with respect to Securities of such
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 provided in or pursuant to this Indenture;


 


(2) give the Trustee
notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any payment of
principal, any premium or interest on or any Additional Amounts with respect to the Securities of such series; and


 


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


 


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 terms 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 sums.


 


Except as otherwise
provided herein or pursuant hereto, 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, any premium or interest on or any Additional Amounts with respect to any Security of any series
or any Coupon appertaining thereto and remaining unclaimed for two years after such principal or any such premium or interest or
any such Additional Amounts shall have 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 or any Coupon appertaining thereto 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 an Authorized Newspaper in each Place of Payment for such series or to be mailed to Holders of Registered
Securities of such series, or both, 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 or mailing nor shall it be later than two years after such principal
and any premium or interest or Additional Amounts shall have become due and payable, any unclaimed balance of such money then remaining
will be repaid to the Company.


 


		Section 10.4	Additional Amounts.



 


If any Securities of
a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon
appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security
of any series or any Coupon or the net proceeds received on the sale or exchange of any Security 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 Additional Amounts in those provisions hereof where such express mention is not made.


 



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Except as otherwise
provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities
(or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is
made), and at least 10 days prior to each date of payment of principal or interest if there has been any 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 or Paying Agents, if other than the Trustee, an Officer’s Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall
be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding
for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding
shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on
such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. 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 10.4.


  


		Section 10.5	Corporate Existence.



 


Subject to Article
8, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence
and that of each of its Restricted Subsidiaries and their respective rights (charter and statutory) and franchises; provided, however,
that the foregoing shall not obligate the Company or any of its Restricted Subsidiaries to preserve any such right or franchise
if the Company or any such Restricted Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct
of its business or the business of such Restricted Subsidiary and that the loss thereof is not disadvantageous in any material
respect to any Holder.


 


		Section 10.6	Waiver of Certain Covenants.



 


The Company may omit
in any particular instance to comply with any term, provision or condition set forth in Section 10.5 with respect to the Securities
of any series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding
Securities of such series, by Act of such Holders, either shall waive such compliance in such instance or generally shall have
waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


		Section 10.7	Company Statement as to Compliance; Notice of Certain Defaults.



 


(1) The Company shall
deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained in
or accompanied by an Officer’s Certificate) signed by the principal executive officer, the principal financial officer or
the principal accounting officer of the Company, stating that


 


(a) a review of the
activities of the Company during such year and of its performance under this Indenture has been made under his or her supervision,
and


 


(b) to the best of
his or her knowledge, based on such review, (a) the Company has complied with all the conditions and covenants imposed on
it under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant,
specifying each such default known to him or her and the nature and status thereof, and (b) no event has occurred and is continuing
which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status thereof.


 


(2) The Company shall
deliver to the Trustee, within five days after the occurrence thereof, written notice of any Event of Default or any event which
after notice or lapse of time or both would become an Event of Default pursuant to clause (4) of Section 5.1.


 


(3) The Trustee shall
have no duty to monitor the Company’s compliance with the covenants contained in this Article 10 other than as specifically
set forth in this Section 10.7.


 




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Article
11.


REDEMPTION OF SECURITIES


 


		Section 11.1	Applicability of Article.



 


Redemption of Securities
of any series at the option of the Company as permitted or required by the terms of such Securities shall be made in accordance
with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article.


 


		Section 11.2	Election to Redeem; Notice to Trustee.



 


The election of the
Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of (a) less than all of the Securities of any series or (b) all of the Securities of any series, with
the same issue date, interest rate or formula, Stated Maturity and other terms, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (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.


 


		Section 11.3	Selection by Trustee of Securities to be Redeemed.



 


Unless otherwise specified
as contemplated by Section 3.1, if less than all of the Securities of any series with the same issue date, interest rate or
formula, Stated Maturity and other terms are to be redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption
of portions of the principal amount of Registered Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of such series not redeemed to less than the minimum
denomination for a Security of such series established herein or pursuant hereto.


 


The Trustee shall promptly
notify the Company and the Security Registrar (if other than itself) 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.


 


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 of such Securities which has
been or is to be redeemed.


 


Unless otherwise specified
in or pursuant to this Indenture or the Securities of any series, if any Security selected for partial redemption is converted
into other securities of the Company or exchanged for securities of another issuer in part before termination of the conversion
or exchange right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during a selection
of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection.


 


		Section 11.4	Notice of Redemption.



 


Notice of redemption
shall be given in the manner provided in Section 1.6, not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to
give notice by mailing in the manner herein provided to the Holder of any Registered Securities designated for redemption as a
whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption
of any other Securities or portion thereof.


 


Any notice that is
mailed to the Holder of any Registered Securities in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.


 


All notices of redemption
shall state:


 


(1) the Redemption Date,


 




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(2) the Redemption Price,


 


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


 


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


 


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


 


(6) the place or places
where such Securities, together (in the case of Bearer Securities) with all Coupons appertaining thereto, if any, maturing after
the Redemption Date, are to be surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts
pertaining thereto,


 


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


 


(8) that, unless otherwise
specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all Coupons
maturing subsequent to the date fixed for redemption or the amount of any such missing Coupon or Coupons will be deducted from
the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent is furnished,


 


(9) if Bearer Securities
of any series are to be redeemed and no Registered Securities of such series are to be redeemed, and if such Bearer Securities
may be exchanged for Registered Securities not subject to redemption on the Redemption Date pursuant to Section 3.5 or otherwise,
the last date, as determined by the Company, on which such exchanges may be made,


 


(10) in the case of Securities
of any series that are convertible into Common Stock of the Company or exchangeable for other securities, the conversion or exchange
price or rate, the date or dates on which the right to convert or exchange the principal of the Securities of such series to be
redeemed will commence or terminate and the place or places where such Securities may be surrendered for conversion or exchange,
and


 


(11) the CUSIP number
or the Euroclear or the Cedel reference numbers of such Securities, if any (or any other numbers used by a Depository to identify
such Securities).


 


A notice of redemption
published as contemplated by Section 1.6 need not identify particular Registered Securities to be redeemed.


 


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.


 


		Section 11.5	Deposit of Redemption Price.



 


On or prior to any
Redemption Date, the Company shall deposit, with respect to the Securities of any series called for redemption pursuant to Section 11.4,
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, unless otherwise specified pursuant to Section 3.1 or in the Securities of such series) any accrued
interest on and Additional Amounts with respect thereto, all such Securities or portions thereof which are to be redeemed on that
date, other than any Securities called for redemption on that date which have been converted prior to the date of such deposit
(as described in Section 11.3).


 


[If any Security called
for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for
the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive
interest as provided in the last paragraph of Section 3.7) be paid to the Company upon Company Request or, if then held by
the Company, shall be discharged from such trust.]


 




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		Section 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 and the Coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption
in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with any accrued interest and Additional Amounts to the
Redemption Date; provided, however, that, except as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable only upon presentation and surrender of Coupons for such interest (at an Office or Agency located outside the United
States except as otherwise provided in Section 10.2), and provided, further, that, except as otherwise specified in or pursuant
to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities 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 Regular Record Dates therefor according to their terms and the provisions of
Section 3.7.


 


If any Bearer Security
surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security
may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that any interest or Additional Amounts
represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such Security
located outside of the United States except as otherwise provided in Section 10.2.


 


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


 


		Section 11.7	Securities Redeemed in Part.



 


Any Registered Security
which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (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 Registered Security or Securities of
the same series, containing identical terms and provisions, 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. If a Security
in global form is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee,
without service charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in global form so surrendered.


 


Article
12.


SINKING FUNDS


 


		Section 12.1	Applicability of Article.



 


The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued pursuant to this Indenture.


 


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 such 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 and this
Indenture.


 




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		Section 12.2	Satisfaction of Sinking Fund Payments With Securities.



 


The Company may, in
satisfaction of all or any part of any sinking fund payment with respect to the Securities of any series to be made pursuant to
the terms of such Securities (1) deliver Outstanding Securities of such series (other than any of such Securities previously
called for redemption or any of such Securities in respect of which cash shall have been released to the Company), together in
the case of any Bearer Securities of such series with all unmatured Coupons appertaining thereto, and (2) apply as a credit
Securities of such series [which have been converted pursuant to Article 15 or] which have been redeemed either at the election
of the Company pursuant to the terms of such series of Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, provided that such series of 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.
If, as a result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to this


 


Section 12.2,
the principal amount of Securities of such series to be redeemed in order to satisfy the remaining sinking fund payment shall be
less than $100,000, the Trustee need not call Securities of such series for redemption, except upon Company Request, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however,
that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of
that series purchased by the Company having an unpaid principal amount equal to the cash payment requested to be released to the
Company.


 


		Section 12.3	Redemption of Securities for Sinking Fund.



 


Not less than 75 days
prior to each sinking fund payment date for any series of Securities, the Company shall deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing mandatory 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 of Securities of that series pursuant to Section 12.2, and the optional amount, if any,
to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to
be so credited and not theretofore delivered. If such Officer’s Certificate shall specify an optional amount to be added
in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.


 


Article
13.


REPAYMENT AT THE
OPTION OF HOLDERS


 


		Section 13.1	Applicability of Article.



 


Securities of any series
which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms
of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to
require repayment of Securities before their Stated Maturity, for purposes of Section 3.9, shall not operate as a payment,
redemption or satisfaction of the Indebtedness represented by such Securities unless and until the Company, at its option, shall
deliver or surrender the same to the Trustee with a directive that such Securities be cancelled. Notwithstanding anything to the
contrary contained in this Section 13.1, in connection with any repayment of Securities, the Company may arrange for the purchase
of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying
to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment
price payable by the Company on repayment of such Securities, and the obligation of the Company to pay the repayment price of such
Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers.


 




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Article
14.

MEETINGS OF HOLDERS OF SECURITIES


 


		Section 14.1	Purposes for Which Meetings May Be Called.



 


A meeting of Holders
of Securities of any series may be called at any time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act provided by this Indenture to be made, given or
taken by Holders of Securities of such series.


 


		Section 14.2	Call, Notice and Place of Meetings.



 


(1) The Trustee may at
any time call a meeting of Holders of Securities of any series for any purpose specified in Section 14.1, to be held at such
time and at such place in the Borough of Manhattan, The City of New York, or, if Securities of such series have been issued in
whole or in part as Bearer Securities, in London or in such place outside the United States as the Trustee shall determine. Notice
of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor
more than 180 days prior to the date fixed for the meeting.


 


(2) In case at any time
the Company (by or pursuant to a Board Resolution) or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified
in Section 14.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have mailed notice of or made the first publication of the notice of such meeting within 21 days after receipt
of such request (whichever shall be required pursuant to Section 1.6) or shall not thereafter proceed to cause the meeting
to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or, if Securities of such
series are to be issued as Bearer Securities, in London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in clause (1) of this Section.


 


		Section 14.3	Persons Entitled to Vote at Meetings.



 


To be entitled to vote
at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities
of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding
Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its counsel.


 


		Section 14.4	Quorum; Action.



 


The Persons entitled
to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for any meeting of Holders
of Securities of such series. In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In
the absence of a quorum at any reconvened meeting, such reconvened meeting may be further adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment of such reconvened meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 14.2(1), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be reconvened.


 


Notice of the reconvening
of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series which shall constitute a quorum.


 


Except as limited by
the proviso to Section 9.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the proviso to Section 9.2, any resolution with respect
to any request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding
Securities of such series.


 




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Any resolution passed
or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding
on all the Holders of Securities of such series and the Coupons appertaining thereto, whether or not such Holders were present
or represented at the meeting.


 


		Section 14.5	Determination of Voting Rights; Conduct and Adjournment of Meetings.



 


(1) Notwithstanding any
other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies
and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified
in Section 1.4 and the appointment of any proxy shall be proved in the manner specified in Section 1.4 or by having the
signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 1.4
to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular
on their face, may be presumed valid and genuine without the proof specified in Section 1.4 or other proof.


 


(2) The Trustee shall,
by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company
or by Holders of Securities as provided in Section 14.2(2), in which case the Company or the Holders of Securities of the
series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.


 


(3) At any meeting, each
Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such
series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote, except as a Holder of a Security of such series or proxy.


 


(4) Any meeting of Holders
of Securities of any series duly called pursuant to Section 14.2 at which a quorum is present may be adjourned from time to
time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the
meeting; and the meeting may be held as so adjourned without further notice.


 


		Section 14.6	Counting Votes and Recording Action of Meetings.



 


The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least
in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken
thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 14.2 and, if applicable, Section 14.4. Each copy shall be signed
and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the
Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.


 




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Article
15.

[CONVERSION OF SECURITIES


 


		Section 15.1	Conversion Privilege.



 


Subject to and upon
compliance with the provisions of this Article, at the option of the Holder thereof, Securities of any series or any portion of
the principal amount thereof which is $1,000 or an integral multiple of $1,000 (or in the case of Bearer Securities, a principal
amount or portion of $5,000 or an integral multiple of $5,000) may be converted at the principal amount thereof, or of such portion
thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common
Stock or Preferred Stock of the Company, in accordance with the terms of such series of Securities and (except as otherwise specified
as contemplated by Section 3.1) in accordance with this Article. In case a Security or portion thereof is called for redemption,
such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day
immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption or the applicable
Security provides otherwise.


 


The price at which
shares of Common Stock shall be delivered upon conversion, which shall be specified as contemplated by Section 3.1, shall
be referred to herein as the “conversion price.” The conversion price shall be adjusted in certain instances in accordance
with any provisions relating thereto established in or pursuant to a Board Resolution and set forth in an Officer’s Certificate,
or established in one or more indentures supplemental hereto.


 


		Section 15.2	Exercise of Conversion Privilege.



 


In order to exercise
the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to
the Company or in blank, at any office or agency of the Company maintained for that purpose pursuant to Section 10.2, accompanied
by written notice to the Company at such office or agency that the Holder elects to convert such Security or, if less than the
entire principal amount thereof is to be converted, the portion thereof to be converted (in the case of Bearer Securities, any
Bearer Security surrendered for conversion pursuant to this Article must be accompanied by all Coupons maturing subsequent to the
date of surrender of such Bearer Security for conversion or the amount of any such missing Coupons will be deducted from the amount
due on such Security used to determine the amount of shares of Common Stock such Bearer Security may be converted into). Securities
surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof
which have been called for redemption on a Redemption Date such that the conversion right of such Securities would terminate between
such Regular Record Date and the close of business on such Interest Payment Date) be accompanied by payment in funds reasonably
acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities
being surrendered for conversion (with similar provision to be made for Bearer Securities). The interest so payable on such Interest
Payment Date with respect to any Security (or portion thereof, if applicable) which is surrendered for conversion during the period
from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date and which Security has been called for redemption on a Redemption Date with the consequence that the conversion
right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date
shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on
such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable
on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) that has not been called for
redemption on a Redemption Date with the consequence of termination of the conversion right as aforesaid, which Security (or portion
thereof, as the case may be) is surrendered for conversion during the period from the close of business on any Regular Record Date
next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, shall be paid to the Holder
of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after
an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding
the exercise of the right of conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.7,
no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date
next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion,
or on account of any dividends on the Common Stock issued upon conversion. The Company’s delivery to the Holder of the number
of shares of Common Stock (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Security is convertible
will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security.


 


Securities shall be
deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion
in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease,
and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the
record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company
shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock
issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 15.3.


 




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In the case of any
Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of authorized denominations in aggregate
principal amount equal to the unconverted portion of the principal amount of such Security.


 


		Section 15.3	Fractions of Shares.



 


No fractional shares
of Common Stock shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at
one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the
basis of the aggregate principal amount of the Securities (or specified portions thereof) so surrendered. Instead of any fractional
share of Common Stock which would otherwise be issuable upon conversion of any Security or Securities (or specified portions thereof),
the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the closing price
per share of Common Stock. For purposes of this Section 15.3, the closing price for each day shall be the last reported sales
price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case on The NASDAQ Global Market or the New York Stock Exchange or, if the Common Stock is not listed
or admitted to trading on either such Exchange, on the principal national securities exchange on which the Common Stock is listed
or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the closing
bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time
to time by the Company for that purpose.]


 


		Section 15.4	Adjustment of Conversion Price.



 


Any provisions relating
to adjustments to the conversion price of any Securities to be authenticated and delivered hereunder shall be established in or
pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more indentures supplemental
hereto.


 


		Section 15.5	Notice of Adjustments of Conversion Price.



 


Whenever the conversion
price is adjusted as herein provided:


 


(a) the Company shall
compute the adjusted conversion price in accordance with any provisions relating thereto established in or pursuant to a Board
Resolution and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, and shall
prepare a certificate signed by the Treasurer of the Company, or other applicable officer, setting forth the adjusted conversion
price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed
at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2; and


 


(b) a notice stating
that the conversion price has been adjusted and setting forth the adjusted conversion price shall forthwith be required, and as
soon as practicable after it is required, such notice shall be mailed by the Company to all Holders at their last addresses as
they shall appear in the Security Register.


 


		Section 15.6	Notice of Certain Corporate Action.



 


In case:


 


(a) the Company shall
declare a dividend (or any other distribution) on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively
in cash in an amount that would require any adjustment to the conversion price in accordance with any provisions relating thereto
established in or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more
indentures supplemental hereto;


 


(b) the Company shall
authorize the granting to the holders of its Common Stock of rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any other rights;


 


(c) of any reclassification
of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or of any
consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required,
or of the sale or transfer of all or substantially all of the assets of the Company; or


 




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(d) of the voluntary
or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed at each office or
agency maintained for the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be mailed to all
Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6, at least
20 days (or ten days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock or Preferred Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up.


 


The Company shall cause
to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2, and
shall cause to be provided to all Holders in accordance with Section 1.6, notice of any tender offer by the Company or any
subsidiary of the Company for all or any portion of the Common Stock at or about the time that such notice of tender offer is provided
to the public generally.


 


		Section 15.7	Company to Reserve Common Stock.



 


The Company shall at
all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose
of effecting the conversion of Securities, the full number of shares of Common Stock then issuable upon the conversion of all outstanding
Securities.


 


		Section 15.8	Taxes on Conversions.



 


The Company will pay
any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Securities
pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that of the Holder of the Security or Securities to be
converted, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company
the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.


 


		Section 15.9	Covenant as to Common Stock.



 


The Company covenants
that all shares of Common Stock or Preferred Stock which may be issued upon conversion of Securities will upon issue be fully paid
and nonassessable and, except as provided in Section 15.8, the Company will pay all taxes, liens and charges with respect
to the issue thereof.


 


		Section 15.10	Cancellation of Converted Securities.



 


All Securities delivered
for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of
the same as provided in Section 3.9.


 


		Section 15.11	Provisions in Case of Consolidation, Merger of Sale of Assets.



 


In case of any consolidation
of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than
a merger which does not result in any reclassification, conversion, exchange or cancellation of the outstanding shares of Common
Stock of the Company) or any sale or transfer or conveyance of all or substantially all of the assets of the Company, the Person
formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding shall have the right
thereafter, during the period such Security shall be convertible as specified in Section 15.1, to convert such Security only
into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or
conveyance by a holder of the number of shares of Common Stock into which such Security might have been converted immediately prior
to such consolidation, merger, sale or transfer or conveyance, assuming such holder of Common Stock of the Company (i) is
not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which
such sale or transfer was made, as the case may be (“constituent Person”), or an Affiliate of a constituent Person
and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer or conveyance (provided that if the kind or amount of securities,
cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock
of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an
Affiliate thereof and in respect of which such rights of election shall not have been exercised (“nonelecting share”),
then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation,
merger, sale or transfer by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality
of the nonelecting shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective
date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this
Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.
Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security as provided
in Section 1.6 promptly upon such execution.


 




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The Company shall be
solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility
therefor.]


 


Article
16.


[SUBORDINATION OF
SECURITIES


 


		Section 16.1	Securities Subordinate to Senior Indebtedness.



 


The Company covenants
and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of the principal
of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject in right
of payment to the prior payment in full of all Senior Indebtedness.


 


Notwithstanding the
foregoing, if a deposit referred to in Section 4.2(4)(a) is made pursuant to Section 4.2(2) or Section 4.2(3) with
respect to any Securities (and provided all other conditions set out in Section 4.2(4) shall have been satisfied with respect
to such Securities), then, following such deposit or following the 123rd day after such deposit with respect to defeasance only,
no money or Government Obligations so deposited, and no proceeds thereon, will be subject to any rights of holders of Senior Indebtedness,
including any such rights arising under this Article 16.


 


		Section 16.2	Payment Over of Proceeds Upon Dissolution, Etc.



 


In the event of (a) any
insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding
in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution
or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or
(c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and
in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become
due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution
which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company subordinated to the payment
of the Securities), on account of principal of (or premium, if any) or interest on the Securities or on account of any purchase
or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases
and acquisitions herein referred to, individually and collectively, as a “Securities Payment”), and to that end the
holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any Securities Payment.


 


In the event that,
notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Securities
Payment, before all Senior Indebtedness is paid in full or payment thereof provided for in cash or cash equivalents or otherwise
in a manner satisfactory to holders of Senior Indebtedness, and if such fact shall, at or prior to the time of such Securities
Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Securities Payment
shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Indebtedness. Any taxes that have been withheld or deducted from any Securities
Payment, or any taxes that ought to have been withheld or deducted from any such Securities Payment that have been remitted to
the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives
for purposes of this Section.


 




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For purposes of this
Article only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company
as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or
readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially
the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation
of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following
the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions
set forth in Article 8 shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of
creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially
as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions
set forth in Article 8.


 


		Section 16.3	No Payment when Senior Indebtedness in Default.



 


Anything in this Indenture
to the contrary notwithstanding, no Securities Payment shall be made by or on behalf of the Company (i) unless full payment
of amounts then due for principal and interest and of all other obligations then due on all Senior Indebtedness has been made or
duly provided for pursuant to the terms of the instrument governing such Senior Indebtedness, (ii) if, at the time of such
payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under any Senior
Indebtedness, or any agreement pursuant to which any Senior Indebtedness is issued, any default, which default shall not have been
cured or waived and which default shall have resulted in the full amount of such Senior Indebtedness being declared due and payable
or (iii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written
notice from the holder or holders of any Senior Indebtedness or their representative or representatives (a “Payment Blockage
Notice”) that there exists under such Senior Indebtedness, or any agreement pursuant to which such Senior Indebtedness is
issued, any default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount
of such Senior Indebtedness due and payable, but only for the period (the “Payment Blockage Period”) commencing on
the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the
Holders of such Senior Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or
waived or ceased to exist or the Senior Indebtedness to which such default relates shall have been discharged or (B) 180 days
from the receipt of the Payment Blockage Notice; provided, however, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with Article 12 hereof by delivery and crediting pursuant to Section 12.2 Securities
which have been acquired (upon redemption or otherwise) prior to the acceleration of any such default listed in (i) or (ii) directly
above or prior to receipt of any Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of
principal of, premium, if any, or interest on the Securities, and redemptions, purchases or other acquisitions may be made by or
on behalf of the Company. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given
during any period of 360 consecutive days with respect to the same event of default and any other events of default on the same
issue of Senior Indebtedness existing and known to the person giving such notice at the time of such notice and (B) no new
Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Indebtedness or their representative
or representatives during any period of 360 consecutive days unless all events of default which were the object of the immediately
preceding Payment Blockage Notice, and any other event of default on the same issue of Senior Indebtedness existing and known to
the person giving such notice at the time of such notice, have been cured or waived for a period of at least 90 consecutive days.


 


In the event that,
notwithstanding the provisions of this Section 16.3, payments are made by or on behalf of the Company in contravention of
the provisions of this Section 16.3, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable,
in trust for the benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative
or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness,
after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.


 


The provisions of this
Section shall not apply to any payment with respect to which Section 16.2 would be applicable.


 




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		Section 16.4	Reliance by Senior Indebtedness on Subordination Provisions.



 


Each Holder of any
Security by his acceptance thereof acknowledges and agrees that the foregoing subordination provisions are, and are intended to
be, an inducement and a consideration for each holder of any Senior Indebtedness, whether such Senior Indebtedness was created
or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions
in acquiring and continuing to hold or in continuing to hold such Senior Indebtedness.


 


		Section 16.5	Payment Permitted If No Default.



 


Nothing contained in
this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except
during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors
or other marshalling of assets and liabilities of the Company referred to in Section 16.2 or under the conditions described
in Section 16.3, from making Securities Payments, or (b) the application by the


 


Trustee of any money
deposited with it hereunder to Securities Payments or the retention of such Securities Payments by the Holders, if, at the time
of such application by the Trustee, it did not have knowledge that such Securities Payments would have been prohibited by the provisions
of this Article.


 


		Section 16.6	Subrogation to Rights of Holders of Senior Indebtedness.



 


Subject to the payment
in full of all Senior Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders
of all indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially the
same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property
and securities applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Securities
shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness
of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions
of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders
of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the
Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.


 


		Section 16.7	Provisions Solely to Define Relative Rights.



 


The provisions of this
Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one
hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general
obligations of the Company), to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the
Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness;
or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive
cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.


 


		Section 16.8	Trustee to Effectuate Subordination.



 


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


 




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		Section 16.9	No Waiver of Subordination Provisions.



 


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


 


Without in any way
limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders
of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of
the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement
in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding;
(ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.


 


		Section 16.10	Notice to Trustee.



 


The Company shall give
prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to
or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist.


 


Subject to the provisions
of Section 6.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant
to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness 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, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such
payment.


 


		Section 16.11	Reliance on Judicial Order or Certificate of Liquidating Agent.



 


Upon any payment or
distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 6.1,
and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction
in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding
is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of
creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities,
for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness 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.


 


		Section 16.12	Trustee Not Fiduciary for Holders of Senior Indebtedness.



 


The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it 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 Indebtedness shall be entitled by virtue of this Article or otherwise.


 


		Section 16.13	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.



 


The Trustee in its
individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.


 




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Nothing in this Article
shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.


 


		Section 16.14	Article Applicable to Paying Agents.



 


In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee”
as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition
to or in place of the Trustee; provided, however, that Section 16.13 shall not apply to the Company or any Affiliate
of the Company if it or such Affiliate acts as Paying Agent.


 


		Section 16.15	Defeasance of this Article 16.



 


The subordination of
the Securities provided by this Article 16 is expressly made subject to the provisions for defeasance in Section 4.2(2) hereof
or covenant defeasance in Section 4.2(3) hereof and, anything herein to the contrary notwithstanding, upon the effectiveness
of any such defeasance or covenant defeasance, the Securities then outstanding shall thereupon cease to be subordinated pursuant
to this Article 16.]


 


Article
17.

GUARANTEES


 


Securities of any series
that are to be guaranteed by the Guarantees of any Guarantors shall be guaranteed by such Guarantors as shall be established pursuant
to Section 3.1 with respect to the Securities of such series. The Persons who shall initially be the Guarantors of the Securities
of any such series may include any and all Persons as the Company may determine; provided that, prior to the authentication and
delivery upon original issuance of Securities that are to be guaranteed by such Person or Persons, the Company, the Trustee and
such Person or Persons shall enter into a supplemental indenture pursuant to Article 9 hereof whereby such Person or Persons shall
become a Guarantor under this Indenture.


 


Securities of any series
that are to be guaranteed by the Guarantees of any Guarantors shall be guaranteed in accordance with the terms of such Guarantees
as established pursuant to Section 3.1 with respect to such Securities and such Guarantees thereof and (except as otherwise specified
as contemplated by Section 3.1 for such Securities and such Guarantees thereof) in accordance with this Article.


 


Each Guarantor of any
Security hereby fully and unconditionally guarantees to each Holder of such Security, and to the Trustee on behalf of such Holder,
the due and punctual payment of the principal of, and premium, if any, and interest, if any, on such Security when and as the same
shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise,
in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any
such payment, such Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and
payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment
were made by the Company.


 


The Guarantor of any
Security hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions
of such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the
Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence
shall, without the consent of any Guarantor, increase the principal amount of such Security, or increase the interest rate thereon,
change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change
the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would
be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 5.2 of this Indenture.


 




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The Guarantor of any
Security hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the
Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event
of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with
respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that its obligations hereunder
will not be discharged in respect of such Security except by complete performance of the obligations of such Guarantor contained
in such Security and in this Indenture. Any Guarantee of any Guarantor hereunder shall constitute a guaranty of payment and not
of collection. The Guarantor of any Security hereby agrees that, in the event of a default in payment of principal, or premium,
if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption
or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the
terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the obligation of such Guarantor hereunder
without first proceeding against the Company.


 


The obligations of
the Guarantor of any Security hereunder with respect to such Security shall be continuing and irrevocable until the date upon which
the entire principal of, premium, if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions
of this Indenture to have been, paid in full or otherwise discharged.


 


The Guarantor of any
Security shall be subrogated to all rights of the Holders of such Security against the Company in respect of any amounts paid by
the Guarantor on account of such Security pursuant to the provisions of this Indenture; provided, however, that such Guarantor
shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the
principal of, and premium, if any, and interest, if any, on all Securities issued hereunder that are due and payable shall have
been paid in full.


 


The Guarantee by any
Guarantor of any Security shall remain in full force and effect and continue notwithstanding any petition filed by or against the
Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors
or a receiver or trustee being appointed for all or any significant part of the Company’s assets, and shall, to the fullest
extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of such Security, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security,
whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned
on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid
and not so rescinded, reduced, restored or returned.


 


No Guarantor shall
consolidate with or merge into any other Person or sell, convey or transfer all or substantially all its properties and assets
to any Person, and no Guarantor shall permit any Person to consolidate with or merge into such Guarantor, in each case in a transaction
in which the successor Person formed by such consolidation or merger or to which such sale, conveyance or transfer is made is an
Affiliate of the Company, and no Guarantor shall lease all or substantially all its properties and assets to any Person (whether
or not such an Affiliate), unless, in any such case:


 


(1) in
case such Guarantor shall consolidate with or merge into another Person or sell, convey, transfer or lease all or substantially
all its properties and assets to any Person, the Person formed by such consolidation or into which such Guarantor is merged or
the Person which acquires by sale, conveyance or transfer, or which leases, all or substantially all the properties and assets
of such Guarantor shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United
States, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the performance or observance of every covenant of
this Indenture and any Guarantees on the part of such Guarantor to be performed or observed;


 


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


 


(3) such
Guarantor has delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


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


 




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Upon (i) a consolidation
or merger of any Guarantor with or into, or a sale, conveyance or transfer of all or substantially all the properties and assets
of any Guarantor to, any other Person or any consolidation or merger of any Person with or into any Guarantor, in each case in
a transaction in which the successor Person formed by such consolidation or merger or to which such sale, conveyance or transfer
is made is not an Affiliate of the Company or (ii) any sale, conveyance or transfer (including by way of merger) by the Company
or any Subsidiary thereof of all or substantially all the Capital Stock of any Guarantor to any Person that is not an Affiliate
of the Company, such Guarantor shall be deemed to be automatically and unconditionally released and discharged from all its obligations
under its Guarantees and under this Article 17 without any further action required on the part of the Trustee or any Holder. The
Trustee shall deliver an appropriate instrument evidencing such release and discharge upon receipt of a Company Request accompanied
by an Officers’ Certificate certifying as to the compliance with this paragraph of Article 17. The Company may, at its option,
at any time and from time to time, cause any Guarantor to be automatically and unconditionally released and discharged from all
its obligations under its Guarantees with respect to Securities of all series guaranteed by Guarantees of such Guarantor and under
this Article 17 upon (i) any conditions for such release provided with respect to Securities of such series in accordance
with Section 3.1 having been satisfied and (ii) delivery by the Company to the Trustee of a Company Order relating to
such release and discharge. The Trustee shall deliver an appropriate instrument evidencing such release and discharge upon receipt
of a Company Request accompanied by an Officers’ Certificate certifying as to the compliance with this paragraph of Article
17.


 


Anything in this Indenture,
the Securities or any Guarantee to the contrary notwithstanding, the obligations of any Guarantor under its Guarantees and this
Indenture shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor, result in the obligations of such Guarantor under its Guarantees and this Indenture not constituting a fraudulent
advance or fraudulent transfer under Title 11 of the United States Code or any similar federal, state or foreign law for the relief
of debtors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or other law
affecting the rights of creditors generally.


 


No Guarantee by any
Guarantor of any Security, whether or not such Guarantee is or is to be endorsed thereon, shall be valid and obligatory for any
purpose with respect to such Security until the certificate of authentication on such Security shall have been signed by or on
behalf of the Trustee.


 


[Intentionally left blank]


 




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


 


	[SEAL]	 	ALLIQUA BIOMEDICAL, INC.
	 	 	
	Attest:		By:	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	[SEAL]	 	 	 
	 	 
	 	 	,
	 	 	as Trustee
	 	 	By:
	 		 	 
	 	 	 	Name:
	 	 	 	Title:


 




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EXHIBIT A


[If the Holder of
this Security is a depository, such as The Depository Trust Company (“DTC”) or a nominee of DTC, this Security is a
Global Security and insert the following two legends:


 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED
IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


 


UNLESS THE SECURITY
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),] TO
THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED
IN THE NAME OF [CEDE & CO. OR IN] SUCH [OTHER] NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY] [DTC]
(AND ANY PAYMENT IS MADE TO [CEDE & CO. OR TO] SUCH [OTHER] ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
[THE DEPOSITORY] [DTC]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF[, CEDE & CO.,] HAS AN INTEREST HEREIN.]


 


[Insert any applicable
legend(s) required by the Internal Revenue Code]


 


	NO.	 	$


 




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ALLIQUA BIOMEDICAL,
INC.


 


[Designation of Series]


 


ALLIQUA BIOMEDICAL,
INC., a Delaware corporation (hereinafter called the “Company”, which term includes any successor corporation under
the Indenture referred to below), for value received, hereby promises to pay to             ,
or registered assigns, the principal sum of              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, semiannually on                     
and                      in
each year, commencing                     ,
[If the Security is to bear interest at a fixed rate, insert — at the rate of     % per annum]
[If the Security is to bear interest at an adjustable rate, insert — at a rate per annum computed or determined in
accordance with the provisions below], until the principal hereof is paid or made available for payment [If applicable, insert
— , and (to the extent that the payment of such interest shall be legally enforceable) at the rate of     %
per annum on any overdue principal and premium and on any overdue installment of interest from the dates such amounts are due until
they are paid or made available for payment and such interest shall be payable on demand]. [If applicable, insert —
Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date
or the maturity date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as
if it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date or the maturity date, as the case may be, to such next Business Day.] 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              or             
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest which is payable
but not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered
Holder hereof on the relevant regular record date by virtue or having been such holder, and may 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 subsequent special record
date (which shall be at least 10 days before the payment date) for the payment of such defaulted interest to be fixed by the
Company, notice whereof shall be given to the Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in
such 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 or redemption or at the 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.]


 


Payment of the principal
of 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 The Borough of Manhattan, The City of New York, 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 [If applicable, insert —
; provided, however, that, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register;] [If applicable, insert — provided, further, that payment
to [DTC or] any [successor] depository may be made by wire transfer to the account designated by [DTC or] such [successor] depository
in writing].


 


This Security is one
of a duly authorized issue of 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, together with all indentures supplemental thereto, the “Indenture”),
between the Company and             , as 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. This Security is one of the series designated on the face hereof [, initially limited (subject to exceptions provided
in the Indenture) to the aggregate principal amount of $        ].


 




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[If applicable, insert
— Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is entitled, at his option,
at any time on or before the close of business on                     ,
        , or in case this Security or a portion hereof is called for redemption, then in
respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due
upon redemption) not after, the close of business on the Business Day immediately preceding the Redemption Date, to convert this
Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof or in the case of Bearer
Securities $5,000 or an integral multiple of $5,000), at the principal amount hereof, or of such portion, into fully paid and non-assessable
shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a conversion price
equal to $        aggregate principal amount of Securities for each share of Common Stock
(or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this
Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency in                     ,
accompanied by written notice to the Company that the Holder hereof elects to convert this Security, or if less than the entire
principal amount hereof is to be converted, the portion hereof to be converted (in the case of Bearer Securities, any Bearer Security
surrendered for conversion must be accompanied by all Coupons maturing subsequent to the date of surrender of such Bearer Security
for conversion or the amount of any such missing Coupons will be deducted from the amount due on such Security used to determine
the amount of shares of Common Stock such Bearer Security may be converted into), and, in case such surrender shall be made during
the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a
Redemption Date such that the conversion right of this Security would terminate between such Regular Record Date and the close
of business on such Interest Payment Date), also accompanied by payment in funds reasonably acceptable to the Company of an amount
equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted (with
similar provision to be made for Bearer Securities). In case surrender of this Security for conversion shall be made during the
period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date and if this Security or portion hereof has been called for redemption on a Redemption Date with the
consequence that the conversion right of this Security would terminate between such Regular Record Date and the close of business
on such Interest Payment Date, then the Holder of this Security will be entitled to receive the interest accruing hereon from the
Interest Payment Date next preceding the date of such conversion to such succeeding Interest Payment Date and shall not be required
to pay such interest upon surrender of this Security for conversion. Subject to the aforesaid requirement for payment and, in the
case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment
Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive
an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion
for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing
fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment
as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture
provides that in case of certain consolidations or mergers to which the Company is a party or the transfer of substantially all
of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security,
if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only
into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer or conveyance
by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such
consolidation, merger or transfer or conveyance (assuming such holder of Common Stock failed to exercise any rights of election
and received per share the kind and amount received per share by a plurality of nonelecting shares).]


 


[If applicable,
insert — The indebtedness evidenced by the Securities is, to the extent provided in the Indenture, subordinate and subject
in right of payment to the prior payment in full of all indebtedness and obligations of the Company as are defined in the Indenture
as “Senior Indebtedness,” and this Security is issued subject to the provisions of the Indenture with respect thereto,
and each Holder of this Security, by accepting the same, agrees to and shall be bound by such provisions. Each Holder of this Security,
by accepting the same, agrees that each holder of Senior Indebtedness, whether created or acquired before or after the issuance
of this Security, shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold,
or in continuing to hold, such Senior Indebtedness.]


 


[If the Security
is not an Original Issue Discount Security, insert — If an Event of Default with respect to the Securities shall occur
and be continuing, the principal of the Securities 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,
premium and 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 premium and interest, if any, on the Securities of this series shall
terminate.]


 




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[If applicable,
insert — The Securities may not be redeemed prior to the Stated Maturity.]


 


[If applicable,
insert — The Securities are not subject to any sinking fund.]


 


[If applicable,
insert — The Securities are subject to redemption [(l) [If applicable, insert — 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)] [If
applicable, insert — at any time [on or after                    ],
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 at the Redemption Prices indicated below:


 


	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;
provided, however, that installments of interest on this Security whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holder of this Security, 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 — The Securities are subject to redemption (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 below:


 


	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; provided, however, that installments
of interest on this Security whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of this
Security, 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 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 the Securities 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
the Securities of this series. [The Securities 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 in the [describe
order].]]


 




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[If applicable,
insert — Notice of redemption will be given by mail to Holders of Securities, not less than 30 nor more than 60 days
prior to the Redemption Date, all as provided in the Indenture.]


 


[If applicable, insert
— In the event of [If applicable, insert — redemption or] conversion of this Security in part only, a new Security
or Securities for the [If applicable, insert — unredeemed or] unconverted portion hereof shall be issued in the name
of the Holder hereof upon the cancellation hereof.]


 


The Indenture contains
provisions permitting, 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 issued under the Indenture at any time
by the Company and the Trustee with the written consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Securities of any 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 Securities and of any Securities issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not 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 interest on this Security, at the times, place and rate, and in the
coin or currency, herein [or to convert this Security,] and in the Indenture prescribed.


 


As provided in the
Indenture and subject to certain limitations set forth therein and in this Security, the transfer of this Security may be registered
on the Security Register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained
for that purpose in any place where the principal of and interest on this Security are payable, 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 by 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.


 


[If applicable,
insert — The Securities are issuable only in registered form [without coupons] in the denominations of $        
or any integral multiple thereof.] As provided in the Indenture and subject to certain limitations set forth in the Indenture,
and in this Security, the Securities are exchangeable for a like aggregate principal amount of Securities of this series in different
authorized denominations, as requested by the Holders 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, other than in certain cases provided in the Indenture.


 


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, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


[If applicable,
insert — The Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect
to the Securities (subject to certain exceptions) or (ii) the


 


Company may be released
from its obligations under specified covenants and agreements in the Indenture, in each case if the Company irrevocably deposits
with the Trustee money or Government Obligations, or a combination thereof, in an amount sufficient, without consideration of any
reinvestment, to pay and discharge the entire indebtedness on all Securities of this series, and satisfies certain other conditions,
all as more fully provided in the Indenture.]


 


This Security shall
be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments
entered into, and in each case, performed in said State.


 




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All terms used in this
Security without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


[Remainder of Page
Intentionally Left Blank]


 




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Unless the Certificate
of Authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature of one of
its authorized officers, this Security shall not be entitled to any benefits under the Indenture or be valid or obligatory for
any purpose.


 


IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed under its corporate seal.


 


	[SEAL]	ALLIQUA BIOMEDICAL, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	 	Name:
	 	 	Title:
	Attest:	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	 	Name:
	 	 	Title:


 




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CERTIFICATE OF AUTHENTICATION


 


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


 


	 	,
	 	 
	 	as Trustee
	 	 	 
	Dated:	By:	 
	 	 	 
	 	 	Name:
	 	 	Title:    Authorized Officer


 




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