Exhibit
4.6


 


B.
RILEY FINANCIAL, INC.


 


and


 


THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,


as
Trustee


 


INDENTURE


 


Dated
as of ________, 20__


 


SUBORDINATED
DEBT SECURITIES


 






     


     


    

 





CROSS-REFERENCE
TABLE


 


	TIA
    Section	 	 	 	 	Indenture
    Section
	Section
    310	 	(a)(1)	 	 	6.9
	 	 	(a)(2)	 	 	6.9
	 	 	(a)(3)	 	 	N/A
	 	 	(a)(4)	 	 	N/A
	 	 	(b)	 	 	6.8,
    6.10
	Section
    311	 	(a)	 	 	6.13
	 	 	(b)	 	 	6.13
	Section
    312	 	(a)	 	 	7.1,
    7.2
	 	 	(b)	 	 	7.2
	 	 	(c)	 	 	7.2
	Section
    313	 	(a)	 	 	7.3
	 	 	(b)	 	 	7.3
	 	 	(c)	 	 	7.3
	 	 	(d)	 	 	7.3
	Section
    314	 	(a)	 	 	7.4
	 	 	(a)(4)	 	 	1.1,
    10.4
	 	 	(b)	 	 	N/A
	 	 	(c)(1)	 	 	1.2
	 	 	(c)(2)	 	 	1.2
	 	 	(c)(3)	 	 	N/A
	 	 	(d)	 	 	N/A
	 	 	(e)	 	 	1.2
	Section
    315	 	(a)	 	 	6.1
	 	 	(b)	 	 	6.2
	 	 	(c)	 	 	6.1
	 	 	(d)	 	 	6.1
	 	 	(e)	 	 	5.14
	Section
    316	 	(a)	 	 	1.1
	 	 	(a)(1)(A)	 	 	5.2,
    5.12
	 	 	(a)(1)(B)	 	 	5.13
	 	 	(a)(2)	 	 	N/A
	 	 	(b)	 	 	5.8
	 	 	(c)	 	 	1.4
	Section
    317	 	(a)(1)	 	 	5.3
	 	 	(a)(2)	 	 	5.4
	 	 	(b)	 	 	10.3
	Section
    318	 	(a)	 	 	1.7


 


N/A
means Not Applicable


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


 






    2


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	6
	Section
    1.1	Definitions	6
	Section
    1.2	Compliance Certificates and Opinions	13
	Section
    1.3	Form of Documents Delivered to Trustee	13
	Section
    1.4	Acts of Holders; Record Dates	13
	Section
    1.5	Notices, etc., to Trustee and Company	15
	Section
    1.6	Notice to Holders; Waiver	16
	Section
    1.7	Conflict with Trust Indenture Act	16
	Section
    1.8	Effect of Headings and Table of Contents	16
	Section
    1.9	Successors and Assigns	16
	Section
    1.10	Separability Clause	16
	Section
    1.11	Benefits of Indenture	16
	Section
    1.12	Governing Law	17
	Section
    1.13	Legal Holidays	17
	Section
    1.14	Indenture and Securities Solely Corporate Obligations	17
	Section
    1.15	Indenture May be Executed in Counterparts	17
	Section
    1.16	Force Majeure	17
	 	 	 
	ARTICLE
    II SECURITY FORMS	18
	Section
    2.1	Forms Generally	18
	Section
    2.2	Form of Face of Security	18
	Section
    2.3	Form of Reverse of Security	19
	Section
    2.4	Form of Legend for Global Securities	22
	Section
    2.5	Form of Trustee’s Certificate of Authentication	22
	Section
    2.6	Form of Conversion Notice	22
	 	 	 
	ARTICLE III THE SECURITIES	23
	Section
    3.1	Amount Unlimited; Issuable in Series	23
	Section
    3.2	Denominations	26
	Section
    3.3	Execution, Authentication, Delivery and Dating	26
	Section
    3.4	Temporary Securities	27
	Section
    3.5	Registration; Registration of Transfer and Exchange	27
	Section
    3.6	Mutilated, Destroyed, Lost and Stolen Securities	29
	Section
    3.7	Payment of Interest; Interest Rights Preserved	29
	Section
    3.8	Persons Deemed Owners	30
	Section
    3.9	Cancellation	31
	Section
    3.10	Computation of Interest	31
	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE	31
	Section
    4.1	Satisfaction and Discharge of Indenture	31
	Section
    4.2	Application of Trust Money	32
	 	 	 
	ARTICLE V REMEDIES	32
	Section
    5.1	Events of Default	32
	Section
    5.2	Acceleration of Maturity; Rescission and Annulment	33
	Section
    5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	34
	Section
    5.4	Trustee May File Proofs of Claim	34
	Section
    5.5	Trustee May Enforce Claims Without Possession of Securities	35
	Section
    5.6	Application of Money Collected	35
	Section
    5.7	Limitation on Suits	36
	Section
    5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	36
	Section
    5.9	Restoration of Rights and Remedies	36


 




    3


     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section
    5.10	Rights and Remedies Cumulative	36
	Section
    5.11	Delay or Omission Not Waiver	37
	Section
    5.12	Control by Holders	37
	Section
    5.13	Waiver of Past Defaults	37
	Section
    5.14	Undertaking for Costs	38
	Section
    5.15	Waiver of Usury, Stay or Extension Laws	38
	 	 	 
	ARTICLE VI THE TRUSTEE	38
	Section
    6.1	Certain Duties and Responsibilities	38
	Section
    6.2	Notice of Defaults	39
	Section
    6.3	Certain Rights of Trustee	39
	Section
    6.4	Not Responsible for Recitals or Issuance of Securities	41
	Section
    6.5	May Hold Securities and Act as Trustee under Other Indentures	41
	Section
    6.6	Money Held in Trust	41
	Section
    6.7	Compensation and Reimbursement	41
	Section
    6.8	Conflicting Interests	42
	Section
    6.9	Corporate Trustee Required; Eligibility	42
	Section
    6.10	Resignation and Removal; Appointment of Successor	42
	Section
    6.11	Acceptance of Appointment by Successor	43
	Section
    6.12	Merger, Conversion, Consolidation or Succession to Business	44
	Section
    6.13	Preferential Collection of Claims Against Company	44
	Section
    6.14	Appointment of Authenticating Agent	44
	Section
    6.15	FATCA	45
	 	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	46
	Section
    7.1	Company to Furnish Trustee Names and Addresses of Holders	46
	Section
    7.2	Preservation of Information; Communications to Holders	46
	Section
    7.3	Reports by Trustee	46
	Section
    7.4	Reports by Company	46
	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	47
	Section
    8.1	Company May Consolidate, etc., Only on Certain Terms	47
	Section
    8.2	Successor Substituted	48
	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	48
	Section
    9.1	Supplemental Indentures Without Consent of Holders	48
	Section
    9.2	Supplemental Indentures with Consent of Holders	49
	Section
    9.3	Execution of Supplemental Indentures	49
	Section
    9.4	Effect of Supplemental Indentures	50
	Section
    9.5	Conformity with Trust Indenture Act	50
	Section
    9.6	Reference in Securities to Supplemental Indentures	50
	Section
    9.7	Subordination Unimpaired	50
	 	 	 
	ARTICLE X COVENANTS	50
	Section
    10.1	Payment of Principal, Premium and Interest	50
	Section
    10.2	Maintenance of Office or Agency	50
	Section
    10.3	Money for Securities Payments to be Held in Trust	51
	Section
    10.4	Statement by Officers as to Default	51
	Section
    10.5	Existence	52
	Section
    10.6	Maintenance of Properties	52
	 	 	 
	ARTICLE XI REDEMPTION OF SECURITIES	52
	Section
    11.1	Applicability of Article	52


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section
    11.2	Election to Redeem; Notice to Trustee	52
	Section
    11.3	Selection by Trustee of Securities to Be Redeemed	52
	Section
    11.4	Notice of Redemption	53
	Section
    11.5	Deposit of Redemption Price	53
	Section
    11.6	Securities Payable on Redemption Date	54
	Section
    11.7	Securities Redeemed in Part	54
	 	 	 
	ARTICLE XII SINKING FUNDS	54
	Section
    12.1	Applicability of Article	54
	Section
    12.2	Satisfaction of Sinking Fund Payments with Securities	54
	Section
    12.3	Redemption of Securities for Sinking Fund	55
	 	 	 
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE	55
	Section
    13.1	Company’s Option to Effect Defeasance or Covenant Defeasance	55
	Section
    13.2	Defeasance and Discharge	55
	Section
    13.3	Covenant Defeasance	55
	Section
    13.4	Conditions to Defeasance or Covenant Defeasance	56
	Section
    13.5	Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions	57
	Section
    13.6	Reinstatement	58
	 	 	 
	ARTICLE XIV CONVERSION OF SECURITIES	58
	Section
    14.1	Applicability of Article	58
	Section
    14.2	Exercise of Conversion Privilege	58
	Section
    14.3	No Fractional Shares	59
	Section
    14.4	Adjustment of Conversion Price or Conversion Rate	59
	Section
    14.5	Notice of Certain Corporate Actions	60
	Section
    14.6	Reservation of Shares of Common Stock	60
	Section
    14.7	Payment of Certain Taxes upon Conversion	60
	Section
    14.8	Nonassessability	61
	Section
    14.9	Provision in Case of Consolidation, Merger or Sale of Assets	61
	Section
    14.10	Duties of Trustee Regarding Conversion	61
	Section
    14.11	Repayment of Certain Funds upon Conversion	62
	 	 	 
	ARTICLE XV SUBORDINATION OF SECURITIES	62
	Section
    15.1	Agreement of Subordination	62
	Section
    15.2	Payments to Holders	62
	Section
    15.3	Subrogation of Securities	64
	Section
    15.4	Authorization to Effect Subordination	65
	Section
    15.5	Notice to Trustee	65
	Section
    15.6	Trustee’s Relation to Senior Debt	66
	Section
    15.7	No Impairment of Subordination	66
	Section
    15.8	Certain Conversions/Exchanges Deemed Payment	66
	Section
    15.9	Article Applicable to Paying Agents	66
	Section
    15.10	Senior Debt Entitled to Rely	66
	Section
    15.11	Reliance on Judicial Order or Certificate of Liquidating Agent	67
	Section
    15.12	Trust Monies Not Subordinated	67


 






    5


     


    

 


INDENTURE,
dated as of , 20 , between B. Riley Financial, Inc., a corporation duly organized and existing under the laws of the State of
Delaware (the “Company”), having its principal executive office at 21255 Burbank Boulevard, Suite 400, Woodland
Hills, California 91367 and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).


 


RECITALS
OF THE COMPANY


 


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


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
I


 


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.1 Definitions.


 


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


 


		(1)	the
terms defined in this Article I have the meanings assigned to them in this Article I 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, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted
at the date of such computation;




 


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




 


		(5)	any
reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this
Indenture.




 


“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 meanings correlative to the foregoing.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 






    6


     


    

 


“Board
of Directors” means the board of directors of the Company or any duly authorized committee of such board.


 


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


 


“Business
Day” means, for any place where the principal and interest on the Notes is payable, each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day in which banking institutions in New York are authorized or obligated by law or executive order
to close.


 


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


 


“Common
Stock” includes any stock of any class of the Company which has 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 is not subject to
redemption by the Company; provided, however, subject to the provisions of Section 14.9, shares issuable upon conversion
of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this Indenture 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, further, 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.


 


“Company”
means the corporation 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.


 


“Company
Request” or “Company Order” means a written request or order signed in the name of the Company by any Officer.


 


“Constituent
Person” has the meaning specified in Section 14.9.


 


“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 meanings correlative to the foregoing.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business in Chicago, Illinois
shall be principally administered, which office as of the date of this instrument is located at 2 North LaSalle Street, 7th
Floor, Chicago, IL 60602, Attention: Corporate Trust Division - Corporate Finance Unit except that with respect to presentation
of Notes for payment or for registration of transfer, conversion or exchange, such term shall mean the office or agency of the
Trustee at which at any particular time its corporate agency business shall be conducted, which office at the date of this instrument
is located at 240 Greenwich Street, New York, New York 10286; Attention: Corporate Trust Division - Corporate Finance Unit, or,
in the case of any of such offices or agency, such other address as the Trustee may designate from time to time by notice to the
Company.


 


“corporation”
means a corporation, association, company, joint-stock company or business trust.


 


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


 


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


 






    7


     


    

 


“Defeasance”
has the meaning specified in Section 13.2.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section
3.1.


 


“Designated
Senior Debt” means the Company’s obligations under any particular Senior Debt in which the instrument creating or
evidencing the same or the assumption or guarantee thereof (or related agreements or documents to which the Company is a party)
expressly provides that such Senior Debt shall be “Designated Senior Debt” for purposes of this Indenture (provided,
that such instrument, agreement or other document may place limitations and conditions on the right of such Senior Debt to exercise
the rights of Designated Senior Debt). If any payment made to any holder of any Designated Senior Debt or its Representative with
respect to such Designated Senior Debt is rescinded or must otherwise be returned by such holder or Representative upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, the reinstated Indebtedness of the Company arising as a result of such
rescission or return shall constitute Designated Senior Debt effective as of the date of such rescission or return.


 


“euro”
or “euros” means the currency adopted by those nations participating in the third stage of the economic and monetary
union provisions of the Treaty on European Union, signed at Maastricht on February 7, 1992.


 


“European
Economic Area” means the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic
Area dated May 2, 1992, as amended.


 


“European
Union” means the member nations of the European Union established by the Treaty of European Union, signed at Maastricht
on February 7, 1992, which amended the Treaty of Rome establishing the European Community.


 


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


 


“Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 


“Expiration
Date” has the meaning specified in Section 1.4.


 


“Foreign
Government Obligation” means with respect to Securities of any series which are not denominated in the currency of the United
States of America (x) any security which is (i) a direct obligation of the government which issued or caused to be issued the
currency in which such security is denominated and for the payment of which obligations its full faith and credit is pledged or,
with respect to Securities of any series which are denominated in euros, a direct obligation of any member nation of the European
Union for the payment of which obligation the full faith and credit of the respective nation is pledged so long as such nation
has a credit rating at least equal to that of the highest rated member nation of the European Economic Area, or (ii) an obligation
of a Person controlled or supervised by and acting as an agency or instrumentality of a government specified in clause (i) above
the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the such government, which,
in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Foreign Government Obligation
which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any Foreign Government Obligation which is so specified and held,
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 depositary receipt from any amount received by the custodian in respect of the Foreign Government Obligation
or the specific payment of principal or interest evidenced by such depositary receipt.


 


“Global
Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in
Section 2.4 (or such legend as may be specified as contemplated by Section 3.1 for such Securities).


 






    8


     


    

 


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


 


“Indebtedness”
means, with respect to any Person, and without duplication, whether absolute or contingent, secured or unsecured, due or to become
due, (a) all indebtedness, obligations and other liabilities (contingent or otherwise) of such Person evidenced by a credit or
loan agreement, note, bond, debenture, or other written obligation (whether or not the recourse of the lender is to the whole
of the assets of such person or to only a portion thereof) or for money borrowed (including obligations of such Person in respect
of overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements, and any loans or
advances from banks, whether or not evidenced by notes or similar instruments); (b) all obligations and liabilities (contingent
or otherwise) of such Person evidenced by a note or similar instrument given in connection with the acquisition of any businesses,
properties or assets of any kind; (c) all obligations and liabilities (contingent or otherwise) in respect of leases of such Person
required, in conformity with generally accepted accounting principles, to be accounted for as capitalized lease obligations on
the balance sheet of such Person and all obligations and other liabilities (contingent or otherwise) or as lessee under any leases
or related documents for facilities, capital equipment or related assets, whether or not capitalized, entered into or leased for
financing purposes; (d) all obligations of such Person (contingent or otherwise) with respect to interest rate and currency swaps,
caps, floors, collars, hedge agreements, forward contracts or similar agreements or arrangements; (e) all obligations and other
liabilities (contingent or otherwise) of such Person with respect to letters of credit, bankers’ acceptances or similar
facilities, including reimbursement obligations with respect to the foregoing; (f) all obligations and liabilities of such Person
or assumed as the deferred purchase price of property or services, but excluding trade accounts payable and accrued liabilities
arising in the ordinary course of business; (g) all obligations of the type referred to in (a) through (f) above of another Person
the payment of which, in either case, such Person has assumed or guaranteed or for which such Person is responsible or liable
directly or indirectly, jointly or severally, as obligor, guarantor or otherwise, or which are secured by a lien on such Person’s
property; and (h) any and all renewals, extensions, modifications, replacements, restatements and refundings of, or, any indebtedness
or obligation issued in exchange for, any such indebtedness or obligation of the kind described in clauses (a) through (g) above.


 


“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this
instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of
particular series of Securities established as contemplated by Section 3.1; provided, however, that if at any time
more than one Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustees for any
one or more separate series of Securities, “Indenture” shall mean, with respect to such series of Securities for which
any such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms
of particular series of Securities for which such Person is Trustee established as contemplated by Section 3.1, exclusive, however,
of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such Trustee, but to which such person, as such Trustee,
was not a party; provided, further that in the event that this Indenture is supplemented or amended by one or more
indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture” for
a particular series of Securities shall only include the supplemental indentures applicable thereto.


 


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


 


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


 


“Investment
Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time
to time.


 






    9


     


    

 


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


 


“Non-electing
Share” has the meaning specified in Section 14.9.


 


“Non-Payment
Default” has the meaning specified in Section 15.2.


 


“Notice
of Default” means a written notice of the kind specified in Section 5.1(4).


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive
Officer, the President or a Vice President, and by the principal financial officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers’
Certificate given pursuant to Section 10.4 shall be the principal executive, financial or accounting officer of the Company.


 


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


 


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


 


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


 


(1)
Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(2)
Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent) for the Holders of such Securities; provided 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;


 


(3)
Securities as to which Defeasance has been effected pursuant to Section 13.2; and


 


(4)
Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given,
made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date,
(A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant
to Section 5.2, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable,
the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 3.1, (C) the principal amount of a Security denominated in one or more non-U.S. dollar currencies or currency
units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided
as contemplated by Section 3.1, of the principal amount of such Security (or, in the case of a Security described in clause (A)
or (B) above, of the amount determined as provided in such clause), and (D) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 






    10


     


    

 


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


 


“Payment
Blockage Notice” has the meaning specified in Section 15.2.


 


“Payment
Default” has the meaning specified in Section 15.2.


 


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


 


“Place
of Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and
any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.1.


 


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


 


“Record
Date” means any Regular Record Date or Special Record Date.


 


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


 


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


 


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


 


“Representative”
means the (a) indenture trustee or other trustee, agent or representative for any Senior Debt or (b) with respect to any Senior
Debt that does not have any such trustee, agent or other representative, (i) in the case of such Senior Debt issued pursuant to
an agreement providing for voting arrangements as among the holders or owners of such Senior Debt, any holder or owner of such
Senior Debt acting with the consent of the required persons necessary to bind such holders or owners of such Senior Debt and (ii)
in the case of all other such Senior Debt, the holder or owner of such Senior Debt.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer assigned to the Corporate Trust Division - Corporate
Finance Unit (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall
have direct responsibility for the administration of this Indenture, and for the purposes of Section 6.1(c)(2) and Section 6.2
shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.


 


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


 


“Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


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


 






    11


     


    

 


“Senior
Debt” means the principal of, premium, if any, interest (including all interest accruing subsequent to the commencement
of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such
proceeding) and rent payable on or in connection with, and all fees, costs, expenses and other amounts accrued or due on or in
connection with, Indebtedness of the Company, whether outstanding on the date of this Indenture or thereafter created, incurred,
assumed, guaranteed or in effect guaranteed by the Company (including all deferrals, renewals, extensions or refundings of, or
amendments, modifications or supplements to, the foregoing), unless in the case of any particular Indebtedness the instrument
creating or evidencing the same or the assumption or guarantee thereof expressly provides that such Indebtedness shall not be
senior in right of payment to the Securities or expressly provides that such Indebtedness is “pari passu” or
“ junior” to the Securities. Notwithstanding the foregoing, the term Senior Debt shall not include any Indebtedness
of the Company to any Subsidiary of the Company. If any payment made to any holder of any Senior Debt or its Representative with
respect to such Senior Debt is rescinded or must otherwise be returned by such holder or Representative upon the insolvency, bankruptcy
or reorganization of the Company or otherwise, the reinstated Indebtedness of the Company arising as a result of such rescission
or return shall constitute Senior Debt effective as of the date of such rescission or return.


 


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


 


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


 


“Subsidiary”
means a Person of which at least a majority of the outstanding voting stock having the power to elect a majority of the board
of directors of such Person (in the case of a corporation) is, or of which at least a majority of the equity interests (in the
case of a Person which is not a corporation) are, at the time owned, directly or indirectly, by the Company or by one or more
other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock or similar interests to the Company which ordinarily has or have voting power for the election of directors or persons
performing similar functions, whether at all times or only so long as no senior class of stock or other interests has or have
such voting power by reason of any contingency.


 


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


 


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


 


“U.S.
Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment
of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable
or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and
held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal
of or interest on any U.S. Government Obligation which is so specified and held, 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 depositary receipt from any
amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


 






    12


     


    

 


“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.


 


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


 


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


 


(1)
a statement that each individual signing such certificate or opinion has read such covenant or condition 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 each such individual, he or she has made such examination or investigation as is necessary
to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)
a statement as to whether, in the opinion of each 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 a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based
are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate
or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know,
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, they may, but need not, be consolidated and form one instrument.


 


Section
1.4 Acts of Holders; Record Dates.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to
be given, made 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 agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. The Trustee shall promptly deliver to the Company copies of all such instrument or instruments delivered
to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this Section.


 






    13


     


    

 


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


 


The
ownership of Securities shall be proved by the Security Register.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.


 


The
Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to give, make or take any request, demand, authorization, direction, vote, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company
may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall
be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount
of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing
in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in
Section 1.6.


 


The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2,
(iii) any request to institute proceedings referred to in Section 5.7(2) or (iv) any direction referred to in Section 5.12, in
each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request
or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing
in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 1.6.


 






    14


     


    

 


With
respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as
the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto
in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date
as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.


 


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


 


Section
1.5 Notices, etc., to Trustee and Company.


 


Any
request, demand, authorization, direction, notice, consent, waiver or 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 by 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 sent by facsimile, electronic transmission or first-class mail, postage-prepaid
                                         at the address set forth below:



 


	 	The
    Bank of New York Mellon Trust Company, N.A.
	 	2
    North LaSalle Street, 7th Floor 
	 	Chicago,
    IL 60602
	 	Attention:
    	Corporate
    Trust Division – Corporate Finance Unit 	 
	 	Facsimile:
    	 	 
	 	E-mail:
    	 	 
	 	 


		(2)	the
                                         Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder
                                         (unless otherwise herein expressly provided) if in writing and sent, to the Company either
                                         by facsimile, electronic transmission or first-class mail, postage prepaid at the address
                                         set forth below:



 


	 	B.
    Riley Financial, Inc.	 
	 	21255
    Burbank Blvd, Suite 400	 
	 	Woodland
    Hills, California 91367	 
	 	Attention:	 	 
	 	Facsimile:	 	 
	 	E-mail:
    	 	 


 


The
Company or the Trustee may designate additional or different addresses for subsequent notices or communications.


 


Notices
given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing, except in the case of notices
or communications given to the Trustee, which shall be effective only upon actual receipt by the Trustee at its Corporate Trust
Office.


 






    15


     


    

 


Section
1.6 Notice to Holders; Waiver.


 


Where
this Indenture provides for notice to Holders (including any notice of redemption), such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing (including facsimile or other electronic transmission) and mailed, first-class
postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security Register or if given to the
applicable Depositary (or its designee) according to the applicable procedures of such Depositary. If such notice or communication
is mailed (or delivered by electronic transmission in accordance with the applicable procedures of the Depositary) in the manner
provided above within the time prescribed herein, it is duly given, whether or not the addressee receives it. In any case where
notice to Holders is given, neither the failure to send such notice, nor any defect in any notice so sent, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders. Such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.


 


Notwithstanding
any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including
any notice of redemption or purchase) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently
given if given to the Depositary pursuant to the standing instructions from the Depositary.


 


Notices
given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.


 


Section
1.7 Conflict with Trust Indenture Act.


 


If
any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture
by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision hereof limits, qualifies
or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act such imposed duties shall control. If any provision
of the Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and govern the Indenture, such provision of the Trust Indenture Act shall control. If any provision of the
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision
shall be deemed to apply to the Indenture as such provision of the Trust Indenture Act is so modified or excluded, as the case
may be.


 


Section
1.8 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
1.9 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
1.10 Separability Clause.


 


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


 


Section
1.11 Benefits of Indenture.


 


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


 






    16


     


    

 


Section
1.12 Governing Law; Waiver of Jury Trial; Submission to Jurisdiction.


 


This
Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. Each of
the Company and the Trustee, and each Holder of a Security by its acceptance thereof, irrevocably waives, to the fullest extent
permitted by applicable law, any and all rights to trial by jury in any legal proceeding arising out of or relating to this Indenture,
the Securities, or the transactions contemplated thereby.


 


The
Company irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction
of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, The
City of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding
that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such
courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding
that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit,
action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may
do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon
the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the
Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such
suit, action or proceeding.


 


Section
1.13 Legal Holidays.


 


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


 


Section
1.14 Indenture and Securities Solely Corporate Obligations.


 


No
recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture
or in any supplemental indenture or in any Security, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, employee, agent, officer, or director or subsidiary, as such, past, present or future,
of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Securities.


 


Section
1.15 Indenture May be Executed in Counterparts.


 


This
instrument may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile, PDF
or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto
and may be used in lieu of the original Indenture and signature pages for all purposes.


 


Section
1.16 Force Majeure.


 


In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this
Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.


 






    17


     


    

 


ARTICLE
II


 


SECURITY
FORMS


 


Section
2.1 Forms Generally.


 


The
Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of
any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities. Any such Board Resolution or record of such action shall have attached thereto
a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution.


 


The
definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.


 


Section
2.2 Form of Face of Security.


 


[INSERT
ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.]


 


B.
RILEY FINANCIAL, INC.


 


__________________________________________________________________________


 


	NO
    __________	$
    __________
	 	CUSIP:              


 


B.
RILEY FINANCIAL, INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,”
which term includes any successor Person under the Indenture hereinafter referred to), 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, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid
or made available for payment [if applicable, insert — , provided that any principal and premium, and any
such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
or (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].


 






    18


     


    

 


[If
the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case
the overdue principal and any overdue premium shall bear interest at the rate of % per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment.
Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which
is not paid on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment.
Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable,
insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that
purpose in , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts [if applicable, insert —; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register].


 


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


 


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


 


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


 


	Dated:
    _______________	 	B.
    RILEY FINANCIAL, INC.
	 	 	 	 
	 	 	By:	          
	 	 	 	 
	 	 	Title:
    	 
	ATTEST:	 	 	 
	 	 	 	 


  


 


Section
2.3 Form of Reverse of Security.


 


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 , 200 (herein called the “Indenture,”
which term shall have the meaning assigned to it in such instrument), between the Company and , as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to
the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee, the holders of Senior Debt 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 [if applicable, insert — , limited in aggregate principal amount to $ ].


 






    19


     


    

 


[If
applicable, insert — The Securities of this series are subject to redemption upon not less than [if applicable,
insert — 30] days’ notice by mail, [if applicable, insert — (1) on in any year commencing with
the year and ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100%
of the principal amount, and (2)] at any time [if applicable, insert — on or after , 20 ], as a whole or in
part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount):
If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning of
the years indicated,


 


	Year	 	Redemption
 Price	 	Year	 	Redemption
 Price 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


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


 


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


 


	Year	 	Redemption
 Price For
 Redemption
 Through
 Operation of the
 Sinking Fund	 	Year	 	Redemption
 Price For
 Redemption
 Otherwise Than
 Through
 Operation of the
 Sinking Fund
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


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


 


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


 


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


 


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


 






    20


     


    

 


[If
applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this
Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance
with certain conditions set forth in the Indenture.]


 


[If
the Security is convertible into other securities of the Company, specify the conversion features.] The indebtedness evidenced
by this Security is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Debt of the Company, and this Security is issued subject to such provisions of the Indenture
with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.


 


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


 


[If
the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining
the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal,
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.]


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal amount of the Securities of this series at the
time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders
of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity.
The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 






    21


     


    

 


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 any premium and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in
any place where the principal of and any premium 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 its attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


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


 


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


 


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.


 


All
terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


Section
2.4 Form of Legend for Global Securities.


 


Unless
otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:


 


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


Section
2.5 Form of Trustee’s Certificate of Authentication.


 


The
Trustee’s certificates of authentication shall be in substantially the following form:


 


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


 


	 	The
    Bank of New York Mellon Trust Company, N.A.,
	 	as
    Trustee
	 	 	 
	 	By:	    
	 	 	Authorized
    Officer


 


Section
2.6 Form of Conversion Notice.


 


Conversion
notices shall be in substantially the following form: To B. RILEY FINANCIAL, INC.:


 


The
undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which
is $2,000 and any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of the Company
in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable
upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted
principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below.
If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business
on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption
on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of
business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a
Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an
amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares
are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with
respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security.


 






    22


     


    

 


Principal
Amount to be Converted


($2,000
and any integral multiple of $1,000 in excess thereof, if less than all)


 


U.S.
$____


 


Dated:
_________


 


	 	Signature(s)
    must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions
    with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule
    17Ad-15.
	 	 
	 	 
	 	Signature
    Guaranty


 


Fill
in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder.


 


	 	 	 
	(Name)	 	Social
    Security or Other Taxpayer Identification Number
	 	 	 
	(Address)	 	 
	 	 	 
	Please
    print Name and Address 	 	 
	(including
    zip code)	 	 


 


[The
above conversion notice is to be modified, as appropriate, for conversion into other securities or property of the Company.]


 


ARTICLE
III


 


THE
SECURITIES


 


Section
3.1 Amount Unlimited; Issuable in Series.


 


The
aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.


 


The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to
Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series,


  


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


 






    23


     


    

 


(2)
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant
to Section 3.3, are deemed never to have been authenticated and delivered hereunder);


 


(3)
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


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


 


(5)
the rate or rates (which may be fixed or variable) at which any Securities of the series shall bear interest, if any, the date
or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and
the Regular Record Date for any such interest payable on any Interest Payment Date (or the method for determining the dates and
rates);


 


(6)
the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;


 


(7)
the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner
in which any election by the Company to redeem the Securities shall be evidenced;


 


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


 


(9)
if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any Securities
of the series shall be issuable;


 


(10)
if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an
index or pursuant to a formula, the manner in which such amounts shall be determined;


 


(11)
if other than the currency of the United States of America, the currency, currencies or currency units in which the principal
of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof
in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
in Section 1.1;


 


(12)
if the principal of (and premium, if any) and/or interest on the Securities of the series are to be payable, at the election of
the Company or any Holder, in a currency or currencies (including composite currencies) other than that in which the Securities
are stated to be payable, the period or periods within which, and the terms and conditions, upon which, such election may be made;


  


(13)
if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;


 


(14)
if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one
or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as
of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable
upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated
Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);


 






    24


     


    

 


(15)
if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2
or Section 13.3 or both such Sections, or any other defeasance provisions applicable to any Securities of the series, and, if
other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(16)
if applicable, the terms of any right to convert or exchange Securities of the series into shares of Common Stock of the Company
or other securities or property;


 


(17)
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
by any such Global Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in addition to or
in lieu of those set forth in Form of clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;


 


(18)
any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section
5.2;


 


(19)
any addition to or change in the covenants set forth in Article 10 which applies to Securities of the series;


 


(20)
any Authenticating Agents, Paying Agents, Security Registrars or such other agents necessary in connection with the issuance of
the Securities of such series, including, without limitation, exchange rate agents and calculation agents;


 


(21)
if applicable, the terms of any security that will be provided for a series of Securities, including provisions regarding the
circumstances under which collateral may be released or substituted;


 


(22)
if applicable, the terms of any guaranties for the Securities and any circumstances under which there may be additional obligors
on the Securities;


 


(23)
any addition to or change in or modification to the subordinated provisions of this Indenture relating to the Securities of that
series (including the provisions of Article 15), or different subordination provisions, including a different definition of “Senior
Debt” or “Designated Senior Debt,” will apply to Securities of the series; and


 


(24)
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.1(5)).


 


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


 


If
any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Officers’ Certificate setting forth the terms of the series.


 


The
Securities shall be subordinated in right of payment to Senior Debt as provided in Article 15.


 



    25


     


    




 


Section
3.2 Denominations.


 


The
Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be
specified as contemplated by Section 3.1. In the absence of any such specified denomination with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in
excess thereof.


 


Section
3.3 Execution, Authentication, Delivery and Dating.


 


The
Securities shall be executed on behalf of the Company by any Officer. The signature of any such Officer on the Securities may
be manual or facsimile.


 


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


 


At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of
such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form
or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, a copy of such Board Resolution, the Officers’ Certificate setting forth the terms of the series and an Opinion
of Counsel, with such Opinion of Counsel stating,


 


(1)
if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such
form has been established in conformity with the provisions of this Indenture;


 


(2)
if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such
terms have been established in conformity with the provisions of this Indenture; and


 


(3)
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


 


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


 


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


 


Each
Security shall be dated the date of its authentication.


 


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


 






    26


     


    

 


Neither
the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, check,
advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been
assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for
any inaccuracy in such numbers.


 


Section
3.4 Temporary Securities.


 


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


 


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


 


Section
3.5 Registration; Registration of Transfer and Exchange.


 


The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office
and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein provided.


 


Upon
surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment
for that 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 Securities of the same series, of any authorized denominations and of like tenor and aggregate
principal amount.


 


At
the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office
or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and deliver, the Securities that the Holder making the exchange is entitled to receive. All Securities issued upon any registration
of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.


 


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


 






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If
the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required
(A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the
case may be) during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption
of any such Securities selected for redemption under Section 11.3 and ending at the close of business on the day of such transmission,
or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


 


The
provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:


 


(1)
Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such
Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this Indenture.


 


(2)
Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling
or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange
Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall
exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated
by Section 3.1.


 


(3)
Subject to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.


 


(4)
Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.


 


The
Trustee shall have no responsibility, obligation or duty to:


 


(1)
any beneficial owner of a Global Security, any member or participant in the Depositary or any other Person with respect to (A)
the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership
interest in the Securities, (B) the delivery to any participant, member, beneficial owner or other Person (other than the Depositary)
of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or
other security or property) under or with respect to such Securities, or (C) the selection of the particular Securities or portions
thereof to be redeemed or refunded in the event of a partial redemption or refunding of the Securities; or


 


(2)
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable
law with respect to any transfer of any interest in any Security (including any transfers between or among the Depositary, its
agent members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture with respect
to transfers between Holders, and to examine the same to determine substantial compliance as to form with the express requirements
hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.


 






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(3)
All notices and communications to be given by any beneficial owner of a Security and all payments to be made to any beneficial
owner of a Security in respect of the Securities shall be given or made only to or upon the order of the registered owner or owners
of the Securities (which shall be the Depositary or its nominee in the case of a Global Security). The rights of the beneficial
owners of any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of
the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with
respect to its members, participants and beneficial owners.


 


Section
3.6 Mutilated, Destroyed, Lost and Stolen Securities.


 


If
any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security 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 has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security,
a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


  


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


 


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


 


Every
new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any
and all other Securities of that series duly issued hereunder.


 


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


 


Section
3.7 Payment of Interest; Interest Rights Preserved.


 


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


 


Any
interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in clause (1) or (2) below:


 


(1)
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which
shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section
1.6, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2).


 






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(2)
The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner
of payment shall be deemed practicable by the Trustee.


 


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


 


Subject
to the provisions of Section 14.2, in the case of any Security (or any part thereof) which is converted after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than any Security the principal of (or premium, if any,
on) which shall become due and payable, whether at Stated Maturity or by declaration of acceleration or otherwise prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment
Date notwithstanding such conversion and such interest (whether or not punctually paid or duly provided for) shall be paid to
the Person in whose name that Security (or any one or more Predecessor Securities) is registered at the close of business on such
Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence or in Section 14.2, in the case
of any Security (or any part thereof) which is converted, interest whose Stated Maturity is after the date of conversion of such
Security (or such part thereof) shall not be payable.


 


Section
3.8 Persons Deemed Owners.


 


Prior
to due presentment of a 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 Security is registered as the owner of such Security for the purpose of receiving payment
of principal of and any premium and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall
be affected by notice to the contrary. Without limiting the generality of the foregoing, a Holder, including any Depositary that
is the 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 action provided in this Indenture to be made, given or taken by Holders,
and the Depositary that is the Holder of a Global Security may provide its proxy or proxies to the beneficial owners of interests
in any such Global Security through such Depositary’s standing instructions and customary practice.


 


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


 






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Section
3.9 Cancellation.


 


All
Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold and
all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities canceled as provided in this Section 3.9, except as expressly permitted by this Indenture. Subject to the record
retention requirements of the Act and the Trustee’s procedures, all canceled Securities held by the Trustee shall be disposed
of as directed by a Company Order.


 


Section
3.10 Computation of Interest.


 


Except
as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.


 


ARTICLE
IV


 


SATISFACTION
AND DISCHARGE


 


Section
4.1 Satisfaction and Discharge of Indenture.


 


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


 


(1)
either


 


(A)
all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Trustee or 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


 


(B)
all such Securities 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)
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 the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 






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


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations
of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section
10.3 shall survive.


 


Section
4.2 Application of Trust Money.


 


Subject
to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1, all money
and U.S. Government Obligations deposited with the Trustee pursuant to Section 13.2 or Section 13.3 and all money received by
the Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 13.2 or Section 13.3, shall
be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with or
received by the Trustee as contemplated by Section 4.1, Section 13.2 or Section 13.3.


 


ARTICLE
V


 


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 voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(1)
default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or


 


(2)
default in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


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


 


(4)
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such
default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series
a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


 


(5)
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or


 






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(6)
the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of
any such action; or


 


(7)
any other Event of Default provided with respect to Securities of that series.


 


Section
5.2 Acceleration of Maturity; Rescission and Annulment.


 


(a)
If an Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 5.1) with respect to Securities
of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of
the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified in the terms thereof), together with accrued and unpaid interest, if any, of all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of
Default specified in clause (5) or (6) of Section 5.1 with respect to Securities of any series at the time Outstanding occurs,
the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) of all of the Outstanding Securities of that series
shall 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.


 


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


 


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


 


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


 


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


 


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


 


(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


 


(2)
all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of
that series that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section
5.13.


 






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


 


Upon
receipt by the Trustee of any declaration of acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, the Trustee shall establish a record date for determining Holders
of Outstanding Securities of such series entitled to join in such declaration of acceleration, or rescission and annulment, as
the case may be, which record date shall be at the close of business on the day the Trustee receives such declaration of acceleration,
or rescission and annulment, as the case may be. The Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether
or not such Holders remain Holders after such record date; provided, that unless such declaration of acceleration, or rescission
and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained prior
to the day which is 90 days after such record date, such declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new declaration of acceleration,
or rescission or annulment thereof, as the case may be, that is identical to a declaration of acceleration, or rescission or annulment
thereof, which has been canceled pursuant to the preceding sentence, in which event a new record date shall be established pursuant
to the provision of this Section 5.2.


 


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


 


The
Company covenants that if


 


(1)
default is made in the payment of any interest on any Security when such interest becomes 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 premium, if any, on) any Security at the Maturity thereof; or


 


(3)
default is made in the deposit of any sinking fund payment, when and as due by the terms of a Security; the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on
such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 


 


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


 


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


 


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 or the property of the Company or
of 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 overdue principal (and premium, if any) or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,


 






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


 


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


 


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


 


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


 


The
Trustee shall be entitled to participate as a member of any official committee of creditors in the matters it deems advisable.


 


Section
5.5 Trustee May Enforce Claims Without Possession of Securities.


 


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


 


Section
5.6 Application of Money Collected.


 


Any
money or property collected by the Trustee pursuant to this Article V or, after an Event of Default, any money or other property
distributable in respect of the Company’s obligations under this Indenture 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 or property on account of principal (or premium,
if any) or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:


 


FIRST:
To the payment of all amounts due the Trustee (including any predecessor trustee) under Section 6.7;


 


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


 


THIRD:
To the Company.


 






    35


     


    

 


Section
5.7 Limitation on Suits.


 


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


 


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


 


(2)
the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(3)
such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee 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 that series;


 


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


 


Section
5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 3.7) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), to convert such Securities in accordance
with Article 14 to the extent that such right to convert is applicable to such Security, and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section
5.9 Restoration of Rights and Remedies.


 


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


 


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 in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 






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Section
5.11 Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee (subject to the limitations contained in this Indenture) or by the Holders,
as the case may be.


 


Section
5.12 Control by Holders.


 


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, provided that


 


(1)
such direction shall not be in conflict with any rule of law or with this Indenture, nor subject the Trustee to a risk of personal
liability in respect of which the trustee has not received indemnification satisfactory to it in its sole discretion against all
losses, liabilities and expenses caused by taking or not taking such action; and


 


(2)
the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.


 


Prior
to taking any such action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory to it in its
sole discretion against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) caused by or
that might be caused by taking or not taking such action.


 


Upon
receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Global
Security, the Trustee may establish a record date for determining Holders of outstanding Securities of such series entitled to
join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The
Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction,
whether or not such Holders remain Holders after such record date; provided, that unless such majority in principal amount shall
have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further
action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder,
from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant
to the provisions to the preceding sentence, in which event a new record date shall be established pursuant to the provisions
of this Section 5.12.


 


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 may on behalf of the Holders
of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except


 


(1)
a default in the payment of the principal of or any premium or interest on any Security of such series as and when the same shall
become due and payable by the terms thereof, otherwise than by acceleration (unless such default has been cured and a sum sufficient
to pay all matured installments of interest, principal and premium, if any, has been deposited with the Trustee), or


 


(2)
to the extent such right is applicable to such Security, a failure by the Company on request to convert any Security into Common
Stock; or


 


(3)
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.


 






    37


     


    

 


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 Undertaking for Costs.


 


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


 


Section
5.15 Waiver of Usury, Stay or Extension Laws.


 


The
Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any 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 (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


ARTICLE
VI


 


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 which by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture (but need not confirm or investigate the accuracy or mathematical calculations or other facts,
statements, opinions or conclusions stated therein).


 


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


 


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


 






    38


     


    

 


(1)
this subsection shall not be construed to limit the effect of subsections (a) and (d) 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 grossly negligent in ascertaining the pertinent facts; and


 


(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, determined as provided in Section 5.12, of the Holders of a majority in principal amount of the Outstanding Securities
of any series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series;
and


 


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


 


(e)
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 Section 6.1.


 


Section
6.2. Notice of Defaults.


 


Within
90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall send to
all Holders of Securities of such series notice of such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of
(or premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect
to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities of such series. For the purpose of this Section
6.2, 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
6.3. Certain Rights of Trustee.


 


Subject
to the provisions of Section 6.1:


 


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, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or
as otherwise expressly provided herein, and any resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;


 


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


 


before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate
or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;


 






    39


     


    

 


the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture (including, without limitation, instituting, conducting or defending
any litigation), unless such Holders shall have offered to the Trustee security and/or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;


 


the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company
and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;


 


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;


 


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


 


the
Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers
under this Indenture;


 


in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action;


 


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


 


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


 


the
Trustee shall have no responsibility for any information in any offering document or other disclosure material distributed with
respect to any series of Securities, and the Trustee shall have no responsibility for compliance with any state or federal securities
laws in connection with the Securities, other than the filing of any documents required to be filed by an indenture trustee pursuant
to the Trust Indenture Act or otherwise required in the Indenture;


 


the
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties; and


 


the
Trustee shall not be deemed to have notice or be charged with knowledge of any default or Event of Default unless written notice
of such default or Event of Default from the Company or any Holder is received by a Responsible Officer of the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.


 






    40


     


    

 


Section
6.4. Not Responsible for Recitals or Issuance of Securities.


 


The
recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as
the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.
The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or
otherwise to perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Indenture.


 


Section
6.5. May Hold Securities.


 


The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or of the Trustee,
in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13,
may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.


 


Section
6.6. Money Held in Trust.


 


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


 


Section
6.7. Compensation and Reimbursement.


 


The
Company agrees:


 


(1)
to pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and for its services
hereunder as Trustee, Paying Agent, Security Registrar and in all other capacities in which it is serving hereunder as the Company
and the Trustee shall from time to time agree in writing (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 out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ), except
any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct; and


 


(3)
to indemnify the Trustee, any predecessor Trustee and their respective agents, directors, employees and officers for, and to hold
them harmless against, any loss, damage, claim, liability or out-of-pocket expense (including the reasonable compensation and
the expenses and disbursements of its agents and counsel and taxes (other than taxes based upon, measured or determined by the
income of the Trustee, any predecessor Trustee or their respective agents, directors, employees and officers)) incurred without
gross negligence or willful misconduct on its or their part (as determined by a competent court of appropriate jurisdiction in
a final, non-appealable judgment), arising out of or in connection with this Indenture, the Securities, the acceptance or administration
of the trust or trusts hereunder, including the reasonable costs and out-of-pocket expenses of defending itself against any claim
or liability in connection with the exercise or performance of any of the Trustee’s powers or duties hereunder, or in connection
with enforcing the provisions of this Section.


 


The
Trustee shall notify the Company promptly of any claim for which it may seek indemnification pursuant to the provisions of this
Indenture. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company
shall be entitled to participate in, and to the extent that it shall wish, to assume the defense of such claim, with counsel satisfactory
to the Trustee (and the Trustee shall cooperate in the defense thereof). The Trustee may employ separate counsel at the expense
of the Company. Any settlement which affects the Trustee may not be entered into without the consent of the Trustee. After the
Company has assumed the defense of any indemnified party hereunder, no such indemnified party may settle or compromise any suit
or action without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).


 






    41


     


    

 


As
security for the performance of the obligations of the Company under this Section 6.7, the Trustee shall have a lien prior to
the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment
of principal of, premium, if any, or interest, if any, on particular Securities.


 


In
addition to, but without prejudice to its other rights under this Indenture, when the Trustee incurs out-of-pocket expenses or
renders services in connection with an Event of Default specified in Section 5.1(5) and Section 5.1(6), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable federal or state bankruptcy, insolvency or other similar law.


 


The
provisions of this Section 6.7 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this
Indenture and the termination of this Indenture for any reason.


 


Section
6.8. Disqualification; Conflicting Interests.


 


The
Trustee shall comply with the terms of Section 310(b) of the Trust Indenture Act.


 


Section
6.9. Corporate Trustee Required; Eligibility.


 


There
shall at all times be a Trustee hereunder which shall be eligible to act as such pursuant to the Trust Indenture Act and which
shall be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District
of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes
of this Section 6.9, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in
this Article VI.


 


Section
6.10. Resignation and Removal; Appointment of Successor.


 


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


 


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


 


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


 


If
at any time:


 


(1)
the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months;


 






    42


     


    

 


(2)
the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company
or by any such Holder; or


 


(3)
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 a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder
of a Security for at least six months may, on its own behalf and on behalf of all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee
or Trustees.


 


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


  


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 sending written notice of such event to
all Holders of Securities of such series in the manner provided in Section 1.6. 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.


 


Notwithstanding
replacement of the Trustee pursuant to this Section 6.10, the Company’s obligations under Section 6.7 hereof shall continue
for the benefit of the retiring Trustee.


 


Section
6.11. Acceptance of Appointment by Successor.


 


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


 


In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; (2) 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 and that each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee; and, upon the execution and delivery of such supplemental indenture, the resignation or removal of
the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.


 






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


 


No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article VI.


 


Section
6.12. Merger, Conversion, Consolidation or Succession to Business.


 


Any
Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person shall be otherwise
qualified and eligible under this Article VI, 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
6.13. Preferential Collection of Claims.


 


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


 


Section
6.14. Appointment of Authenticating Agent.


 


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


 






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Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation
succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section 6.14, without the execution or filing of any paper
or any further act on the part of the Trustee or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and 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, and the Trustee shall terminate any such agency promptly upon request by 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 6.14, the Trustee may and, upon request of the Company, shall appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall send written notice in the manner provided in Section 1.6 of such appointment
to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. 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 6.14.


 


The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section
6.14.


 


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


 


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


 


	 	The
                                         Bank of New York Mellon Trust Company, N.A.,

        as
        Trustee

	 	 
	 	By	     
	 	as
    Authenticating Agent
	 	 
	 	By	 
	 	Authorized
    Signatory


 


Section
6.15. FATCA.


 


Notwithstanding
any other provision of this Indenture, the Trustee shall be entitled to make a deduction or withholding from any payment which
it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required
by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any
law implementing an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification
or other requirements in respect of the Securities, in which event the Trustee shall make such payment after such withholding
or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have
no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax.


 


The
Company hereby covenants with the Trustee that it will provide the Trustee with sufficient information so as to enable the Trustee
to determine whether or not the Trustee is obliged, in respect of any payments to be made by it pursuant to this Indenture, to
make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the US Internal Revenue Code of 1986,
as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations,
or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and
another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement). 


 






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ARTICLE
VII


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


If
the Trustee is not the Security Registrar, the Company will furnish or cause to be furnished to the Trustee:


 


(a)
semi-annually (at intervals of not more than six months), not later than 15 days after each Regular Record Date (or, if there
is no Regular Record Date relating to a series, semi-annually on dates set forth in the Board Resolution or supplemental indenture
with respect to such series), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders
as of such date, and


 


(b)
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.


 


Section
7.2 Preservation of Information; Communications to Holders.


 


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


 


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


 


Section
7.3 Reports by Trustee.


 


Within
60 days after May 15 of each year, commencing the May 15 following the date of this Indenture, the Trustee shall, to the extent
that any of the events described in Section 313(a) of the Trust Indenture Act occurred within the previous twelve months, but
not otherwise, send to each Holder a brief report dated as of such date that complies with Section 313(a) of the Trust Indenture
Act. The Trustee also shall comply with Sections 313(a), 313(b), 313(c) and 313(d) of the Trust Indenture Act.


 


A
copy of each report at the time of transmission to Holders shall be sent to the Company and filed with the Commission and each
securities exchange, if any, on which the Securities of that series are listed.


 


The
Company shall notify the Trustee if the Securities of any series become listed on any securities exchange or of any delisting
thereof and the Trustee shall comply with Section 313(d) of the Trust Indenture Act.


 


Section
7.4 Reports by Company.


 


The
Company shall:


 


(1)
file with the Trustee, within 15 days after the Company files 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 Exchange Act; or, if the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with, and to the extent required
by, 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 Exchange Act, in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such rules and regulations;


 






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(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 by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant
to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.


 


In
each case that the Company electronically delivers materials to the Trustee or files documents pursuant to the Commission’s
“EDGAR” system (or any successor electronic filing system), such delivery or filing shall be deemed to be “filed”
with the Trustee for purposes of this Section 7.4, provided, however, that the Trustee shall have no responsibility whatsoever
to determine if such filing has occurred.


  


Delivery
of such reports, information and documents to the Trustee pursuant to paragraph (a)(1) and (a)(2) of this Section 7.4 is for informational
purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).


 


ARTICLE
VIII


 


CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE


 


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


 


The
Company shall not merge or consolidate with or into any other Person (other than a merger of a wholly owned Subsidiary of the
Company into the Company) or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property (provided
that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Subsidiaries
shall not be deemed to be any such sale, transfer, lease, conveyance or disposition) in one transaction or series of related transactions
unless:


 


(1)
the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the
Company) formed by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall
be a corporation or limited liability company organized and existing under the laws of the United States of America, any state
thereof or the District of Columbia;


 


(2)
the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory
to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal
of, and premium, if any, and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all
the covenants and conditions of this Indenture to be performed by the Company;


 


(3)
immediately before and immediately after giving effect to such transaction or series of related transactions, no Default or Event
of Default shall have occurred and be continuing; and


 


(4)
in the case of a merger where the Surviving Person is other than the Company, the Company shall deliver, or cause to be delivered,
to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental
indenture, if any, in respect thereto comply with this Section 8.1 and that all conditions precedent in this Indenture relating
to such transaction have been complied with.


 






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Section
8.2 Successor Substituted.


 


Upon
any consolidation of 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 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 relieved of all obligations and covenants under this Indenture and the Securities.


 


ARTICLE
IX


 


SUPPLEMENTAL
INDENTURES


 


Section
9.1 Supplemental Indentures Without Consent of Holders.


 


Without
the written consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee (at the direction of the
Company) at any time and from time to time, may enter into one or more indentures supplemental hereto to undertake clarifications
and certain other changes that would not adversely affect Holders in any material respect, including changes:


 


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


 


(2)
to add to the covenants of the Company such new covenants, restrictions, conditions or provisions for the protection of the Holders
of all or any series of Securities;


 


(3)
to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions
or provisions pursuant to Section 9.1(2) an Event of Default;


 


(4)
to modify, eliminate or add to any of the provisions of this Indenture to such extent as necessary to effect the qualification
of the indenture under the Trust Indenture Act, and to add to this Indenture such other provisions as may be expressly permitted
by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act;


 


(5)
to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or
inconsistent with any other provisions herein or in any supplemental indenture;


 


(6)
to secure the Securities;


 


(7)
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b);


 


(8)
to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1, including any subordination provisions;
or


 


(9)
to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not
adversely affect the interests of the Holders of Securities of any series in any material respect.


 






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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 so affected
by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee (at the direction of the Company) 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 the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under
this Indenture.


 


Without
the written consent of the Holder of each Outstanding Securities affected thereby, a supplemental indenture under this Section
9.2 shall not (with respect to any Outstanding Security held by a non-consenting Holder):


  


(1)
change the Stated Maturity of, the principal of, or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon, or change any Place of Payment where, or the coin or currency in which,
any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);


 


(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


 


(3)
modify any of the provisions of this Section 9.2 or Section 5.13, except to increase the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required under any such Section or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso,
in accordance with the requirements of Sections 6.11(b) and 9.1(7).


 


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


 


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


 


The
Company may set a record date for purposes of determining the identity of Holders of Securities entitled to consent pursuant to
this Section 9.2. Such record date shall be the later of (i) thirty days prior to the first solicitation of such consent or (ii)
the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 7.1. Any vote
or action pursuant to this Section 9.2 can only be taken by Persons who are Holders on such record date and, unless otherwise
specified, such vote or action must take place on or prior to the 180th day after such record date. The Company may change the
record date at its option, and the Company will provide written notice to the Trustee and to each Holder of any such change of
record date.


 


Section
9.3 Execution of Supplemental Indentures.


 


In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall
be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and complies with the provisions hereof (including Section
9.5 hereof) and an Opinion of Counsel to the effect that such supplemental indenture is enforceable against the Company in accordance
with its terms, subject to then customary exceptions. 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 or liabilities under this Indenture or otherwise.


 






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Section
9.4 Effect of Supplemental Indentures.


 


In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall
be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and complies with the provisions hereof (including Section
9.5 hereof). 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 or liabilities under this Indenture or otherwise.


 


Section
9.5 Conformity with Trust Indenture Act.


 


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


 


Section
9.6 Reference in Securities to Supplemental Indentures.


 


Securities
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX 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 such Securities may be authenticated
and delivered by the Trustee in exchange for Outstanding Securities of such series.


 


Section
9.7 Subordination Unimpaired.


 


No
provision in any supplemental indenture that affects the superior position of the holders of Senior Debt shall be effective against
holders of Senior Debt.


 


ARTICLE
X


 


COVENANTS


 


Section
10.1 Payment of Principal, Premium and Interest.


 


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


 


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


 


Section
10.2 Maintenance of Office or Agency.


 


The
Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series
may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.


 






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


 


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 will, on or before each
due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.


 


Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, 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 will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying
Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance
of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect
of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust
by such Paying Agent for payment in respect of the Securities of that series.


 


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


 


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
or any premium or interest on any Security of any series and remaining unclaimed for a period ending on the earlier of the date
that is ten Business Days prior to the date such money would escheat to the State or two years after such principal, premium or
interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day and of general circulation in each Place of Payment,
notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


Section
10.4. Corporate Existence.


 


Subject
to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence.


 






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Section
10.5 [Reserved].


 


Section
10.6 Statement by Officers as to Default.


 


The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof,
an Officer’s Certificate signed by the principal executive officer, principal financial officer or principal accounting
officer stating whether or not to the best knowledge of the signer thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions applicable to the Company and, if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which he or she may have knowledge. If any default or Event of Default under
Section 5.1 has occurred and is continuing, within 10 Business Days after its becoming aware of such occurrence the Company shall
deliver to the Trustee an Officer’s Certificate specifying such event and what action the Company is taking or proposes
to take with respect thereto.


 


ARTICLE
XI


 


REDEMPTION
OF SECURITIES


 


Section
11.1 Applicability of Article.


 


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


 


Section
11.2 Election to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election
of the Company of less than all the Securities of like tenor of any series, the Company shall, at least 30 days and not more than
60 days prior to the Redemption Date fixed by the Company, notify the Trustee of such Redemption Date and of the principal amount
of Securities of such series to be redeemed. Any such notice may be cancelled at any time prior to notice of such redemption being
sent to any Holder and shall thereby be void and of no effect. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.


 


Section
11.3 Selection by Trustee of Securities to Be Redeemed.


 


If
less than all the Securities of like tenor of any series are to be redeemed, the particular securities to be redeemed shall be
selected by the Trustee not more than 45 days prior to the redemption date, from the Outstanding Securities of like tenor of such
series not previously called for redemption, by lot or, in the Trustee’s discretion, on a pro-rata basis, subject to the
redemption procedures of the applicable depositary, and which may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount
of such Securities of a denomination larger than the minimum authorized denomination for such Securities.


 


If
any Security selected for partial redemption is converted in part before termination of the conversion 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 that have been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.


 


The
Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.


 






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


 


Section
11.4 Notice of Redemption.


 


Notice
of redemption shall be sent not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Securities to
be redeemed, in accordance with Section 1.6; provided, that such notice of redemption may be furnished, in the Company’s
discretion, more than 60 days prior to the Redemption Date if the notice is issued in connection with a satisfaction and discharge
of this Indenture with respect to Securities of any series or a defeasance of the Securities pursuant to Articles IV or XIII hereof.


 


All
notices of redemption shall state:


 


(1)
the Redemption Date,


 


(2)
the Redemption Price (or the method of calculating or determining the Redemption Price),


 


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


 


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


(6)
the CUSIP number and/or similar numbers of such Securities, if any (or any other numbers used by a Depositary to identify such
Securities),


 


(7)
the place or places where each such Security is to be surrendered for payment of the Redemption Price,


 


(8)
if applicable, the conversion price or conversion rate, as the case may be, the date on which the right to convert the principal
of the Securities or the portions thereof to be redeemed will terminate, and the place or places where such Securities may be
surrendered for conversion, and


 


(9)
that the redemption is for a sinking fund, if such is the case.


  


Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request made at least five days prior to the date the notice of redemption is to be given (unless a shorter time period shall
be acceptable to the Trustee), by the Trustee in the name and at the expense of the Company.


 


Section
11.5 Deposit of Redemption Price.


 


No
later than 11:00 a.m. New York time on the Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold in trust as provided in Section 10.3)
an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest on, all the Securities which are to be redeemed on that date; provided, however, that to the extent any
such money is received by the Trustee or a Paying Agent from the Company after 11:00 a.m. New York time, on the due date, such
money will be deemed deposited within one Business Day of receipt thereof.


 






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


 


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. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments
of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.7.


 


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


 


Section
11.7 Securities Redeemed in Part.


 


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


 


ARTICLE
XII


 


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 any series except as otherwise
specified as contemplated by Section 3.1 for such Securities.


 


The
minimum amount of any sinking fund payment provided for by the terms of any Securities 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 such Securities is
herein referred to as an “optional sinking fund payment.” If provided for by the terms of any Securities, 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 as provided for by the terms of such Securities.


 


Section
12.2 Satisfaction of Sinking Fund Payments with Securities.


 


The
Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply
as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in
each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required
to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided
that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 






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Section
12.3 Redemption of Securities for Sinking Fund.


 


Not
fewer than 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities,
the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied
by delivering and crediting Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered.
Not fewer than 30 days prior to 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
XIII


 


DEFEASANCE
AND COVENANT DEFEASANCE


 


Section
13.1 Company’s Option to Effect Defeasance or Covenant Defeasance.


 


Unless
pursuant to Section 3.1 provision is made for either or both of (a) defeasance of the Securities of a series under Section 13.2
to not be applicable with respect to the Securities of such series or (b) covenant defeasance of the Securities of a series under
Section 13.3 to not be applicable with respect to the Securities of such series, then the provisions of such Sections 13.2 and
13.3, together with the other provisions of this Article XIII, shall be applicable to the Securities of such series, and the Company
may at its option by or pursuant to a Board Resolution, at any time, with respect to the Securities of such series, elect to have
either Section 13.2 or Section 13.3 be applied to the Outstanding Securities of such series upon compliance with the conditions
set forth below in this Article XIII.


 


Section
13.2 Defeasance and Discharge.


 


Upon
the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.2, the Company shall be deemed
to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions
set forth below 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 the Outstanding Securities of such
series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense and request of the Company, shall execute instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are
due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the
rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e),
and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange
and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section
13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.


 


Section
13.3 Covenant Defeasance.


 


Upon
the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.3, the Company shall be released
from its obligations under Sections 7.4 and 10.4 and clause (2) of the first paragraph of Section 8.1 and any other covenants
to be applicable to the Securities of a series as specified pursuant to Section 3.1 unless specified otherwise pursuant to such
Section (and the failure to comply with any such provisions shall not constitute a default or Event of Default under Section 5.1),
and the occurrence of any event described in Section 5.1(4) and (7) and any other Events of Default to be applicable to the Securities
of a series as specified pursuant to Section 3.1 unless specified otherwise pursuant to such Section shall not constitute a default
or Event of Default hereunder, with respect to the Outstanding Securities of such series on and after the date the conditions
set forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of such series, 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 with respect to it, whether directly or indirectly
by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 






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Section
13.4 Conditions to Defeasance or Covenant Defeasance.


 


The
following shall be the conditions to application of either Section 13.2 or Section 13.3 to the Outstanding Securities of such
series:


 


(a)
the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements
of Section 6.9 who shall agree to comply with the provisions of this Article XIII applicable to it) as trust funds in trust for
the purpose of making the following payments, for the benefit of the holders of such Securities, (A) money in an amount, or (B)
U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient,
without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal
firm, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i)
the principal of (and premium, if any) on and each installment of principal of (premium, if any) and interest on the Outstanding
Securities of such series on the Stated Maturity or on the redemption date, as the case may be (the Company being required to
specify whether the Outstanding Securities of such series are being defeased to maturity or to a particular redemption date),
of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable
to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms
of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are
(x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by
a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for
the account of the holder of such 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 U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation
evidenced by such depository receipt;


 


(b)
no Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit
(other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any lien securing such
borrowing);


 


(c)
no defaults or Events of Default related to bankruptcy, insolvency or organization occurs during the 90 days following the deposit;


 


(d)
such defeasance or covenant defeasance must not result in the trust arising from the deposit constituting an investment company
within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), unless
such trust will be registered under the Investment Company Act or exempt from registration thereunder;


 






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(e)
such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it is bound (other than a default resulting from borrowing
of funds to be applied to such deposit and the grant of any lien securing such borrowing);


  


(f)
such defeasance or covenant defeasance must not cause the trustee to have a conflicting interest within the meaning of the Trust
Indenture Act;


 


(g)
such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities
exchange under the Exchange Act to be delisted;


 


(h)
in the case of an election under Section 13.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date
of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize income, gain
or loss for federal income tax purposes as a result of such 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;


 


(i)
in the case of an election under Section 13.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes
as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant defeasance had not occurred;


 


(j)
such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which
may be imposed on the Company in connection therewith pursuant to Section 3.1; and


 


(k)
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under Section 13.2 or the covenant defeasance under Section
13.3, as the case may be, have been complied with.


 


Section
13.5 Deposited Money, U.S. Government Obligations and Foreign Government Obligations to be Held in Trust; Miscellaneous Provisions.


 


Subject
to the provisions of the last paragraph of Section 10.3, all money, U.S. Government Obligations and Foreign Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 13.6, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant
to Section 13.4 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become
due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other
funds except to the extent required by law. Money, U.S. Government Obligations and Foreign Government Obligations so held in trust
shall not be subject to the provisions of Article 15.


 


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


 


Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money, U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 13.4 with respect
to any Securities 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 the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.


 






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In
the event that the Trustee is unable to apply the funds held in trust to the payment of obligations under the Securities by reason
of a court order or governmental injunction or prohibition, then those of the Company’s obligations discharged under the
defeasance or covenant defeasance will be revived and reinstated as though no deposit of funds had occurred, until such time as
the Trustee is permitted to apply all funds held in trust under the procedure described above to the payment of obligations under
the Securities. However, if the Company makes any payment of principal or interest the Holders, the Company will have the right
to receive such payments from the trust in the place of the Holders.


 


Section
13.6 Reinstatement.


 


If
the Trustee or the 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 13.2 or 13.3 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
13.5 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 Security 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
XIV


 


CONVERSION
OF SECURITIES


 


Section
14.1 Applicability of Article.


 


The
provisions of this Article shall be applicable to the Securities of any series which are convertible into shares of Common Stock
of the Company, and the issuance of such shares of Common Stock upon the conversion of such Securities, except as otherwise specified
as contemplated by Section 3.1 for the Securities of such series.


 


Section
14.2 Exercise of Conversion Privilege.


 


In
order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security
to the Company at the office or agency maintained for that purpose pursuant to Section 10.2, accompanied by a duly executed conversion
notice to the Company substantially in the form set forth in Section 2.6 stating that the Holder elects to convert such Security
or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name
or names (with address) in which the certificate or certificates for shares of Common Stock, which shall be issuable on such conversion,
shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by
or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the Holder or
its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period
from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date
(excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular
Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or
if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of
such Security then being converted, and such interest shall be payable to such Holder notwithstanding the conversion of such Security,
subject to the provisions of Section 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable
after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3.3, set forth,
or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable
regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security
is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common
Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such
Board Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in respect of any fractional
share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper
order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have
so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such
surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed
to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security
as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares
of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of
record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3.7, no payment
or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered
for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion.


 






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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 or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities
of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security.


 


Section
14.3 No Fractional Shares.


 


No
fractional share of Common Stock of the Company shall be issued upon conversions of Securities of any series. 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 shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof
to the extent permitted hereby) so surrendered. If, except for the provisions of this Section 14.3, any Holder of a Security or
Securities would be entitled to a fractional share of Common Stock of the Company upon the conversion of such Security or Securities,
or specified portions thereof, the Company shall pay to such Holder an amount in cash equal to the current market value of such
fractional share computed, (i) if such Common Stock is listed or admitted to unlisted trading privileges on a national securities
exchange or market, on the basis of the last reported sale price regular way on such exchange or market on the last trading day
prior to the date of conversion upon which such a sale shall have been effected, or (ii) if such Common Stock is not at the time
so listed or admitted to unlisted trading privileges on a national securities exchange or market, on the basis of the average
of the bid and asked prices of such Common Stock in the over-the-counter market, on the last trading day prior to the date of
conversion, as reported by the National Quotation Bureau, Incorporated or similar organization if the National Quotation Bureau,
Incorporated is no longer reporting such information, or if not so available, the fair market price as determined by the Board
of Directors. For purposes of this Section, “trading day” shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday other than any day on which the Common Stock is not traded on the principal exchange or market on which the Common Stock
is then traded or quoted.


 


Section
14.4 Adjustment of Conversion Price or Conversion Rate.


 


The
conversion price or conversion rate, as the case may be, of Securities of any series that is convertible into Common Stock of
the Company shall be adjusted for any stock dividends, stock splits, reclassifications, combinations or similar transactions in
accordance with the terms of the supplemental indenture or Board Resolutions setting forth the terms of the Securities of such
series.


 


Whenever
the conversion price or conversion rate, as the case may be, is adjusted, the Company shall compute the adjusted conversion price
or conversion rate, as the case may be, in accordance with terms of the applicable Board Resolution or supplemental indenture
and shall prepare an Officers’ Certificate setting forth the adjusted conversion price or conversion rate, as the case may
be, 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, if different, with
the Trustee. The Company shall forthwith cause a notice setting forth the adjusted conversion price or conversion rate, as the
case may be, to be mailed, first class postage prepaid, to each Holder of Securities of such series at its address appearing on
the Security Register and to any conversion agent other than the Trustee.


 






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Section
14.5 Notice of Certain Corporate Actions.


 


In
case:


 


(1)
the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its
retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require
an adjustment pursuant to Section 14.4; or


 


(2)
the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or
warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant
for which approval of any shareholders of the Company is required); or


 


(3)
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, merger or share exchange to which the Company is a party and for which approval of any
shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or


 


(4)
of the voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


then
the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they
shall appear in the Security Register, at least 20 days (or 10 days in any case specified in clause (1) or (2) above) prior to
the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose
of such dividend, distribution, rights, options 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, options or warrants are to be determined, or
(ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding
up is expected to become effective, and the date as of which it is expected that holders of Common 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, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent,
a copy of such notice shall also forthwith be filed by the Company with the Trustee.


 


Section
14.6 Reservation of Shares of 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 of the Company then
issuable upon the conversion of all outstanding Securities of any series that has conversion rights.


 


Section
14.7 Payment of Certain Taxes upon Conversion.


 


Except
as provided in the next sentence, the Company will pay any and all taxes that may be payable in respect of the issue or delivery
of shares of its 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 its 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.


 






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Section
14.8 Nonassessability.


 


The
Company covenants that all shares of its Common Stock that may be issued upon conversion of Securities will upon issue in accordance
with the terms hereof be duly and validly issued and fully paid and nonassessable.


  


Section
14.9 Provision in Case of Consolidation, Merger or Sale of Assets.


 


In
case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the
Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding
shares of Common Stock of the Company) or any conveyance, sale, transfer or lease 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 of a series
then Outstanding that is convertible into Common Stock of the Company shall have the right thereafter (which right shall be the
exclusive conversion right thereafter available to said Holder), during the period such Security shall be convertible, to convert
such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by a holder of the number of shares of Common Stock of the Company into which such Security
might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such
holder of Common Stock of the Company (i) is not a Person with which the Company consolidated or merged with or into or which
merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “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, conveyance, sale, transfer
or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation,
merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior
to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised (“Non-electing Share”), then
for the purpose of this Section 14.9 the kind and amount of securities, cash and other property receivable upon such consolidation,
merger, conveyance, sale, transfer or lease by the holders of each Non-electing Share shall be deemed to be the kind and amount
so receivable per share by a plurality of the Non-electing 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 or in accordance with the terms of the supplemental indenture or Board Resolutions
setting forth the terms of such adjustments. The above provisions of this Section 14.9 shall similarly apply to successive consolidations,
mergers, conveyances, sales, transfers or leases. Notice of the execution of such a supplemental indenture shall be given by the
Company to the Holder of each Security of a series that is convertible into Common Stock of the Company as provided in Section
1.6 promptly upon such execution.


 


Neither
the Trustee nor any conversion agent, if any, shall be under any responsibility to determine the correctness of any provisions
contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property
or cash receivable by Holders of Securities of a series convertible into Common Stock of the Company upon the conversion of their
Securities after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept
as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Opinion of Counsel
with respect thereto, which the Company shall cause to be furnished to the Trustee upon request.


 


Section
14.10 Duties of Trustee Regarding Conversion.


 


Neither
the Trustee nor any conversion agent shall at any time be under any duty or responsibility to any Holder of Securities of any
series that is convertible into Common Stock of the Company to determine whether any facts exist which may require any adjustment
of the conversion price or conversion rate, as the case may be, or with respect to the nature or extent of any such adjustment
when made, or with respect to the method employed, whether herein or in any supplemental indenture, any resolutions of the Board
of Directors or written instrument executed by one or more officers of the Company provided to be employed in making the same.
Neither the Trustee nor any conversion agent shall be accountable with respect to the validity or value (or the kind or amount)
of any shares of Common Stock of the Company, or of any securities or property, which may at any time be issued or delivered upon
the conversion of any Securities and neither the Trustee nor any conversion agent makes any representation with respect thereto.
Subject to the provisions of Section 6.1, neither the Trustee nor any conversion agent shall be responsible for any failure of
the Company to issue, transfer or deliver any shares of its Common Stock or stock certificates or other securities or property
upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained
in this Article 14 or in the applicable supplemental indenture, resolutions of the Board of Directors or written instrument executed
by one or more duly authorized officers of the Company.


 






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Section
14.11 Repayment of Certain Funds upon Conversion.


 


Any
funds which at any time shall have been deposited by the Company or on its behalf with the Trustee or any other paying agent for
the purpose of paying the principal of, and premium, if any, and interest, if any, on any of the Securities (including, but not
limited to, funds deposited for the sinking fund referred to in Article 12 hereof and funds deposited pursuant to Article 13 hereof)
and which shall not be required for such purposes because of the conversion of such Securities as provided in this Article 14
shall after such conversion be repaid to the Company by the Trustee upon the Company’s written request.


 


ARTICLE
XV


 


SUBORDINATION
OF SECURITIES


 


Section
15.1 Agreement of Subordination.


 


Except
as otherwise provided in a supplemental indenture or pursuant to Section 3.1, the Company covenants and agrees, and each Holder
of Securities issued hereunder by its acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject
to the provisions of this Article 15; and each Person holding any Security, whether upon original issue or upon transfer, assignment
or exchange thereof, accepts and agrees to be bound by such provisions.


 


The
payment of the principal of, premium, if any, and interest on all Securities (including, but not limited to, the redemption price
with respect to the Securities called for redemption in accordance with Article 11 as provided in the Indenture) issued hereunder
shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment
in full of all Senior Debt, whether outstanding at the date of this Indenture or thereafter incurred.


 


No
provision of this Article 15 shall prevent the occurrence of any default or Event of Default hereunder.


 


Section
15.2 Payments to Holders.


 


No
payment shall be made with respect to the principal of, or premium, if any, or interest on the Securities (including, but not
limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article 11 as provided
in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section
15.5, if:


 


(i)
a default in the payment of principal, premium, if any, interest, rent or other obligations due on any Senior Debt occurs and
is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues
beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”),
unless and until such default shall have been cured or waived or shall have ceased to exist; or


 


(ii)
a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such
Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage
Notice”) from a holder of Designated Senior Debt, a Representative of Designated Senior Debt or the Company (a “Non-Payment
Default”).


 






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If
the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be
effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of
the immediately prior Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of
any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.


 


The
Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of:


 


(2)
in the case of any Payment Default, the date upon which the Payment Default is cured or waived or ceases to exist, or


 


(3)
in the case of a Non-Payment Default, the earlier of (a) the date upon which such Non-Payment Default is cured, waived or ceases
to exist or (b) 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee,


 


unless
this Article 15 otherwise prohibits the payment or distribution at such time.


 


Upon
any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, reorganization, liquidation, receivership or other proceedings, or upon an assignment for the benefit of creditors
or any marshalling of the assets and liabilities of the Company, or otherwise, all amounts due or to become due upon all Senior
Debt shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Debt, or payment thereof
in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Debt, before any
payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant
to Article 4 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution,
winding-up, liquidation, reorganization, assignment for the benefit of creditors or the marshalling of assets and liabilities
of the Company); and upon any such dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors
or marshalling of assets and liabilities of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment
by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article 15, shall (except
as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making
such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or
it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held
by such holders, or as otherwise required by law or a court order) or their Representative or Representatives, or to the trustee
or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders
of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before
any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee.


 


For
purposes of this Article 15, 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, the payment of which is subordinated at least to the extent provided in this Article 15 with respect to the Securities
to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by
the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt
(other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent
of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article
8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.2 if such other
corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article
8.


 






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In
the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the
Trustee or any Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including,
but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article 11 as
provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph
of Section 15.5, until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt
or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated
because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.


 


In
the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited
by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in full in
cash or other payment satisfactory to the holders of such Senior Debt, or provision is made for such payment thereof in accordance
with its terms in cash or other payment satisfactory to the holders of such Senior Debt, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or
Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt
may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of
all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in cash or other payment satisfactory
to the holders of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of such
Senior Debt.


 


Nothing
in this Section 15.2 or elsewhere in this Article 15 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.7. This Section 15.2 shall be subject to the further provisions of Section 15.5.


 


Section
15.3 Subrogation of Securities.


 


Subject
to the payment in full of all Senior Debt, the rights of the Holders of the Securities shall be subrogated to the extent of the
payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article 15 (equally and ratably
with the holders of all indebtedness of the Company which by its express terms is subordinated to other 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 Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to
the Senior Debt until the principal, premium, if any, and interest on the Securities shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article 15, and no payment over
pursuant to the provisions of this Article 15, to or for the benefit of the holders of Senior Debt by Holders of the Securities
or the Trustee, shall, as between the Company, its creditors other than holders of Senior Debt, and the Holders of the Securities,
be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of cash, property
or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provisions of this Article 15,
which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the
account of the Securities. It is understood that the provisions of this Article 15 are and are intended solely for the purposes
of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Debt, on the
other hand.


 


Nothing
contained in this Article 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors other than the holders of Senior Debt, and the Holders of the Securities, the obligation of the Company,
which is absolute and unconditional, 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 is intended to or shall
affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior
Debt, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders
of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy.


 






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Upon
any payment or distribution of assets of the Company referred to in this Article 15, 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 made by any court of competent
jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate
of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered
to the Trustee or to the Holders of the securities, for the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon and
all other facts pertinent thereto or to this Article 15.


 


Section
15.4 Authorization to Effect Subordination.


 


Each
Holder of a Security by the holder’s acceptance thereof authorizes and directs the Trustee on the holder’s behalf
to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 15 and appoints
the Trustee to act as the holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper
proof of claim or proof of debt in the form required in any proceeding referred to in Section 5.4 hereof at least 30 days before
the expiration of the time to file such claim, the holders of any Senior Debt or their representatives are hereby authorized to
file an appropriate claim for and on behalf of the Holders of the Securities.


 


Section
15.5 Notice to Trustee.


 


The
Company shall give prompt written notice in the form of an Officers’ Certificate to a Responsible Officer of the Trustee
and to any Paying Agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the
Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article 15. Notwithstanding the provisions
of this Article 15 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice
thereof at the Corporate Trust Office from the Company (in the form of an Officers’ Certificate) or a Representative or
a holder or holders of Senior Debt or from any trustee therefor; and before 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; provided that
if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable
for any purpose (including, without limitation, the payment of the principal of, or premium, if any, or interest on any Security)
the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 15.5, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to
apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may
be received by it on or after such prior date.


 


Notwithstanding
anything in this Article 15 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited
with it pursuant to Section 4.1, and any such payment shall not be subject to the provisions of Section 15.1 or 15.2.


 


The
Trustee, subject to the provisions of Section 6.1, shall be entitled to rely on the delivery to it of a written notice by a Representative
or a person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such
notice has been given by a Representative or a holder of Senior Debt or a trustee on behalf of any such holder or holders. The
Trustee shall not be required to make any payment or distribution to or on behalf of a holder of Senior Debt pursuant to this
Article 15 unless it has received satisfactory evidence as to the amount of Senior Debt held by such person, the extent to which
such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person
under this Article 15.


 






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Section
15.6 Trustee’s Relation to Senior Debt.


 


The
Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 15 in respect of any Senior Debt
at any time held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.


 


With
respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article 15, and no implied covenants or obligations with respect to the holders of Senior
Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Debt and, subject to the provisions of Section 6.1, the Trustee shall not be liable to any holder of Senior Debt (i)
for any failure to make any payments or distributions to such holders or (ii) if it shall pay over or deliver to Holders of Securities,
the Company or any other Person money or assets to which any holder of Senior Debt shall be entitled by virtue of this Article
15 or otherwise.


 


Section
15.7 No Impairment of Subordination.


 


No
right of any present or future holder of any Senior Debt 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 noncompliance by the Company, the Trustee or any Holder of Securities with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.


 


Section
15.8 Certain Conversions/Exchanges Deemed Payment.


 


For
the purposes of this Article 15 only, (1) the issuance and delivery of junior securities upon conversion or exchange of Securities
in accordance with Article 14 or otherwise (except upon conversion of the Securities in accordance with their terms) shall not
be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Securities
or on account of the purchase or other acquisition of Securities, and (2) the payment, issuance or delivery of cash (except in
satisfaction of fractional shares pursuant to Section 14.3), property or securities (other than junior securities) upon conversion
or exchange of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes
of this Section 15.8, the term “junior securities” means (a) shares of any stock of any class of the Company, or (b)
securities of the Company which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so
subordinated as provided in this Article. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Securities
is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of Securities,
the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article
14.


 


Section
15.9 Article Applicable to Paying Agents.


 


If
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 (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 the first paragraph of Section 15.5
shall not apply to the Company or any Affiliate of the Company if the Company or such Affiliate acts as Paying Agent. The Trustee
shall not be responsible for the actions or inactions of any other Paying Agents (including the Company if acting as its own Paying
Agent) and shall have no control of any funds held by such other Paying Agents.


 


Section
15.10 Senior Debt Entitled to Rely.


 


The
holders of Senior Debt (including, without limitation, Designated Senior Debt) shall have the right to rely upon this Article
15, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such
holders shall have agreed in writing thereto.


 






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Section
15.11 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 and the Holders shall be entitled
to rely upon any order or decree entered by any court of competent jurisdiction in which such dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company or bankruptcy,
insolvency, receivership or other like proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered
to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution,
the holders of Senior Debt 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
15.12 Trust Monies Not Subordinated.


 


Notwithstanding
anything contained herein to the contrary, payments from money, U.S. Government Obligations and/or Foreign Government Obligations
held in trust under Article 4 or Article 13 by the Trustee for the payment of the principal of, premium, if any, and interest
on the Securities shall not be subordinated to the prior payment in full of any Senior Debt of the Company or subject to the restrictions
set forth in this Article 15, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder
of Senior Debt of the Company or any other creditor of the Company.


 


[The
remainder of this page is intentionally left blank.]


 




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


 


	 	B.
    RILEY FINANCIAL, INC.
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:


 


	 	THE
    BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 
	 	By:	      
	 	 	Name:
	 	 	Title:


 


 


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