Exhibit 4.6


 


 


 


 


 


 


 


 


 


 


SOC
TELEMED, INC.


 


AND


 


                                              ,

as Trustee


 


 


 


 


 


INDENTURE


 


Dated
as of                                        


 


Debt
Securities


 






     


     


    

 


Reconciliation
and tie between

Trust Indenture Act of 1939, as amended,

and the Indenture


 


	Trust Indenture Act Section	 	Indenture Section
	§310(a)(1)	 	6.8
	(a)(2)	 	6.8
	(b)	 	6.9
	§312(a)	 	7.1
	(b)	 	7.2
	(c)	 	7.2
	§313(a)	 	7.3
	(b)(2)	 	7.3
	(c)	 	7.3
	(d)	 	7.3
	§314(a)	 	7.4
	(c)(1)	 	1.2
	(c)(2)	 	1.2
	(e)	 	1.2
	(f)	 	1.2
	§316(a) (last sentence)	 	1.1
	(a)(1)(A)	 	5.2, 5.12
	(a)(1)(B)	 	5.13
	(b)	 	5.8
	§317(a)(1)	 	5.3
	(a)(2)	 	5.4
	(b)	 	10.3
	§318(a)	 	1.8



 


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



 






     


     


    

 


Table
of Contents


 


	 	 	 	Page
	Article
    1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 
	 	Section
    1.1	Definitions;
    Rules of Construction	1
	 	Section
    1.2	Compliance
    Certificates and Opinions	9
	 	Section
    1.3	Form
    of Documents Delivered to Trustee	9
	 	Section
    1.4	Acts
    of Holders	10
	 	Section
    1.5	Notices,
    etc., to Trustee and Company	11
	 	Section
    1.6	Notice
    to Holders of Securities; Waiver	11
	 	Section
    1.7	Language
    of Notices	11
	 	Section
    1.8	Incorporation
    by Reference of Trust Indenture Act; Trust Indenture Act Controls	11
	 	Section
    1.9	Effect
    of Headings and Table of Contents	12
	 	Section
    1.10	Successors
    and Assigns	12
	 	Section
    1.11	Separability
    Clause	12
	 	Section
    1.12	Benefits
    of Indenture	12
	 	Section
    1.13	Governing
    Law; Waiver of Trial by Jury	12
	 	Section
    1.14	Legal
    Holidays	12
	 	Section
    1.15	Counterparts	13
	 	Section
    1.16	Judgment
    Currency	13
	 	Section
    1.17	Limitation
    on Individual Liability	13
	 	 	 	 
	Article
    2 SECURITIES FORMS	13
	 	 
	 	Section
    2.1	Forms
    Generally	13
	 	Section
    2.2	Form
    of Trustee’s Certificate of Authentication	14
	 	Section
    2.3	Securities
    in Global Form	14
	 	 	 	 
	Article
    3 THE SECURITIES	15
	 	 
	 	Section
    3.1	Amount
    Unlimited; Issuable in Series	15
	 	Section
    3.2	Currency;
    Denominations	17
	 	Section
    3.3	Execution,
    Authentication, Delivery and Dating	17
	 	Section
    3.4	Temporary
    Securities	18
	 	Section
    3.5	Registration,
    Transfer and Exchange	18
	 	Section
    3.6	Mutilated,
    Destroyed, Lost and Stolen Securities	21
	 	Section
    3.7	Payment
    of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved	21
	 	Section
    3.8	Persons
    Deemed Owners	22
	 	Section
    3.9	Cancellation	23
	 	Section
    3.10	Computation
    of Interest	23
	 	Section
    3.11	CUSIP
    and ISIN Numbers	23
	 	 	 	 
	Article
    4 SATISFACTION AND DISCHARGE OF INDENTURE	23
	 	 
	 	Section
    4.1	Satisfaction
    and Discharge	23
	 	Section
    4.2	Defeasance
    and Covenant Defeasance	24
	 	Section
    4.3	Application
    of Trust Money	26
	 	Section
    4.4	Qualifying
    Trustee	26



 






    -i-


     


    

 


Table
of Contents


(continued)


 


	 	Page
	Article
    5 REMEDIES	27
	 	 
	 	Section
    5.1	Events
    of Default	27
	 	Section
    5.2	Acceleration
    of Maturity; Rescission and Annulment	28
	 	Section
    5.3	Collection
    of Indebtedness and Suits for Enforcement by Trustee	28
	 	Section
    5.4	Trustee
    May File Proofs of Claim	29
	 	Section
    5.5	Trustee
    May Enforce Claims without Possession of Securities	29
	 	Section
    5.6	Application
    of Money Collected	30
	 	Section
    5.7	Limitations
    on Suits	30
	 	Section
    5.8	Unconditional
    Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts	30
	 	Section
    5.9	Restoration
    of Rights and Remedies	31
	 	Section
    5.10	Rights
    and Remedies Cumulative	31
	 	Section
    5.11	Delay
    or Omission Not Waiver	31
	 	Section
    5.12	Control
    by Holders of Securities	31
	 	Section
    5.13	Waiver
    of Past or Existing Defaults	31
	 	Section
    5.14	Waiver
    of Stay or Extension Laws	32
	 	Section
    5.15	Undertaking
    for Costs	32
	 	 	 	 
	Article
    6 The Trustee	32
	 	 
	 	Section
    6.1	Certain
    Duties and Responsibilities	32
	 	Section
    6.2	Certain
    Rights of Trustee	32
	 	Section
    6.3	Notice
    of Defaults	34
	 	Section
    6.4	Not
    Responsible for Recitals or Issuance of Securities	34
	 	Section
    6.5	May
    Hold Securities	35
	 	Section
    6.6	Money
    Held in Trust	35
	 	Section
    6.7	Compensation
    and Reimbursement	35
	 	Section
    6.8	Corporate
    Trustee Required; Eligibility; Conflicting Interests	36
	 	Section
    6.9	Resignation
    and Removal; Appointment of Successor	36
	 	Section
    6.10	Acceptance
    of Appointment by Successor	37
	 	Section
    6.11	Merger,
    Conversion, Consolidation or Succession to Business	38
	 	Section
    6.12	Appointment
    of Authenticating Agent	38
	 	 	 	 
	Article
    7 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY	39
	 	 
	 	Section
    7.1	Company
    to Furnish Trustee Names and Addresses of Holders	39
	 	Section
    7.2	Preservation
    of Information; Communications to Holders	40
	 	Section
    7.3	Reports
    by Trustee	40
	 	Section
    7.4	Reports
    by Company	40
	 	 	 	 
	Article
    8 CONSOLIDATION, MERGER AND SALES	41
	 	 
	 	Section
    8.1	Company
    May Consolidate, etc., Only on Certain Terms	41
	 	Section
    8.2	Successor
    Person Substituted for Company	42
	 	 	 	 
	Article
    9 SUPPLEMENTAL INDENTURES	42
	 	 
	 	Section
    9.1	Supplemental
    Indentures without Consent of Holders	42
	 	Section
    9.2	Supplemental
    Indentures with Consent of Holders	43
	 	Section
    9.3	Execution
    of Supplemental Indentures	44
	 	Section
    9.4	Revocation
    of Consents	44
	 	Section
    9.5	Effect
    of Supplemental Indentures	44
	 	Section
    9.6	Reference
    in Securities to Supplemental Indentures	45
	 	Section
    9.7	Conformity
    with Trust Indenture Act	45
	 	Section
    9.8	Notice
    of Supplemental Indenture	45



 






    -ii-


     


    

 


Table
of Contents


(continued)



 





	 	pAGE
	Article
    10 COVENANTS	45
	 	 
	 	Section
    10.1	Payment
    of Principal, Any Premium, Interest and Additional Amounts	45
	 	Section
    10.2	Maintenance
    of Office or Agency	45
	 	Section
    10.3	Money
    for Securities Payments to Be Held in Trust	46
	 	Section
    10.4	Additional
    Amounts	47
	 	Section
    10.5	Waiver
    of Certain Covenants	47
	 	 	 	 
	Article
    11 REDEMPTION OF SECURITIES	47
	 	 
	 	Section
    11.1	Applicability
    of Article	47
	 	Section
    11.2	Election
    to Redeem; Notice to Trustee	48
	 	Section
    11.3	Selection
    by Trustee of Securities to Be Redeemed	48
	 	Section
    11.4	Notice
    of Redemption	48
	 	Section
    11.5	Deposit
    of Redemption Price	49
	 	Section
    11.6	Securities
    Payable on Redemption Date	49
	 	Section
    11.7	Securities
    Redeemed in Part	50
	 	Section
    11.8	Repurchases
    on the Open Market	50
	 	 	 	 
	Article
    12 SINKING FUNDS	50
	 	 
	 	Section
    12.1	Applicability
    of Article	50
	 	Section
    12.2	Satisfaction
    of Sinking Fund Payments with Securities	50
	 	Section
    12.3	Redemption
    of Securities for Sinking Fund	51
	 	 	 	 
	Article
    13 REPAYMENT AT THE OPTION OF HOLDERS	51
	 	 
	 	Section
    13.1	Applicability
    of Article	51
	 	 	 	 
	Article
    14 SECURITIES IN FOREIGN CURRENCIES	51
	 	 
	 	Section
    14.1	Applicability
    of Article	51
	 	 	 	 
	Article
    15 MEETINGS OF HOLDERS OF SECURITIES	52
	 	 
	 	Section
    15.1	Purposes
    for Which Meetings May Be Called	52
	 	Section
    15.2	Call,
    Notice and Place of Meetings	52
	 	Section
    15.3	Persons
    Entitled to Vote at Meetings	52
	 	Section
    15.4	Quorum;
    Action	52
	 	Section
    15.5	Determination
    of Voting Rights; Conduct and Adjournment of Meetings	53
	 	Section
    15.6	Counting
    Votes and Recording Action of Meetings	53


 






    -iii-


     


    

 


INDENTURE
(the “Indenture”), dated as of ____________________, between SOC Telemed, Inc., a corporation existing under the laws
of the State of Delaware (the “Company”), and ____________________, as trustee (the “Trustee”).


 


RECITALS


 


The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness (hereinafter called the “Securities”), unlimited as to principal amount,
to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions
as shall be fixed as hereinafter provided.


 


All
things necessary to make this Indenture a valid and legally binding 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 (as herein defined) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof as follows:


 


Article
1



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.1 Definitions; Rules of Construction


 


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


 


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


 


(2) all
other terms used herein that 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 terms “generally accepted accounting principles” or “GAAP”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted as of
the date hereof;


 


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


 


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


 






     


     


    

 


(6) provisions
apply to successive events and transactions;


 


(7) any
reference to gender includes the masculine, feminine and the neuter, as the case may be;


 


(8) references
to agreements and other instruments include subsequent amendments thereto and restatements thereof;


 


(9) “including”
means “including without limitation”;


 


(10) all
exhibits are incorporated by reference herein and expressly made a part of this Indenture;


 


(11) all
references to articles, sections and exhibits (and subparts thereof) are to this Indenture; and


 


(12) any
transaction or event shall be considered “permitted by” or made “in accordance with” or “in compliance
with” this Indenture or any particular provision thereof if such transaction or event is not expressly prohibited by this Indenture
or such provision, as the case may be.


 


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


 


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


 


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


 


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


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Security, the rules
and procedures of the Depositary that apply to such transfer or exchange at the relevant time.


 


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


 






    2


     


    

 


“Authorized
Newspaper” means a newspaper, in an official language of the place of publication or in the English language, customarily published
on each day that is a Business Day in the place of publication, whether or not published on days that are Legal Holidays in the place
of publication, and of general circulation in each place in connection with which the term is used or in the financial community of each
such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in
the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any day that is a Business
Day in the place of publication. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required
hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee
shall constitute a sufficient publication of such notice.


 


“Board
of Directors” means:


 


(1) with
respect to the Company, the board of directors of the Company or any committee of the board of directors of the Company duly authorized
to act generally or in any particular respect for the Company under this Indenture;


 


(2) with
respect to any other corporation, the board of directors of the corporation or any authorized committee thereof;


 


(3) with
respect to a limited liability company, the managing member or managing members of such limited liability company or any authorized committee
thereof;


 


(4) with
respect to a partnership, the board of directors of the general partner of the partnership or any authorized committee thereof; and


 


(5) with
respect to any other Person, the board or committee of such Person serving a similar function.


 


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


 


“Business
Day” means, unless otherwise specified with respect to any Securities pursuant to Section 3.1, each day that is not a Saturday,
Sunday or other day on which banking institutions in New York, New York or another Place of Payment are authorized or required by law,
regulation or executive order to close.


 


“Capital
Stock” means:


 


(1) in
the case of a corporation, corporate stock;


 


(2) in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;


 


(3) in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


 


(4) any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 






    3


     


    

 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or any successor agency.


 


“Common
Stock” includes any Capital 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.


 


“Company”
means the Person named as the “Company” in the first paragraph of this Indenture 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” and “Company Order” mean, respectively, a written request or order, as the case may be, signed
in the name of the Company by the Chairman of the Board of Directors of the Company, a Vice Chairman, the President, a Vice President,
the Treasurer, the Assistant Treasurer, the Secretary or the Assistant Secretary or other person authorized by resolution of the Board
of Directors of the Company, and delivered to the Trustee.


 


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


 


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


 


“Currency”
means, with respect to any payment, deposit or other transfer in respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, Dollars or Foreign Currency, as the case may be, in which such payment, deposit or other transfer
is required to be made by or pursuant to the terms hereof or such Security and, with respect to any other payment, deposit or transfer
pursuant to or contemplated by the terms hereof or such Security, means Dollars.


 


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


 


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


 


“Definitive
Security” means a certificated Security registered in the name of the Holder thereof (other than a Depositary or its nominee)
issued under this Indenture pursuant to Section 3.1 and Section 3.5.


 


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


 


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


 


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


 






    4


     


    

 


“Foreign
Currency” means any currency, currency unit or composite currency, including, without limitation, the euro, issued by the government
of one or more countries other than the United States of America or by any recognized confederation or association of such governments.


 


“GAAP”
means generally accepted accounting principles in the United States, which are in effect from time to time.


 


“Global
Security” means a Security issued under this Indenture in global form pursuant to Section 3.1, bearing the legend set forth
in Section 2.3 and deposited with, or on behalf of, and registered in the name of, the Depositary or its nominee.


 


“Government
Obligations” means securities which are (i) direct obligations of the United States of America or the other government or governments
in the confederation which issued the Foreign Currency in which the principal of or any premium or interest on any Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or payments thereunder are supported by the full faith and
credit of the United States or such government or governments or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America or such other government or governments, in each case where the timely
payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America or
such other government or governments, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer
or issuers thereof, and shall also include a Depositary receipt issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a Depositary 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 Depositary receipt from any amount received by
the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect
to the Government Obligation evidenced by such Depositary receipt.


 


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


 


“Indenture”
means this instrument as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof and, with respect to any Security of any series, by the terms and provisions of such Security
established pursuant to Section 3.1 (as such terms and provisions may be amended pursuant to the applicable provisions hereof); provided,
however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with
respect to any one or more series of Securities for which 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 those particular series of Securities for which such Person is Trustee established pursuant to
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.


 


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


 


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


 


“Indirect
Participant” means an entity that, with respect to any Depositary, clears through or maintains a direct or indirect, custodial
relationship with a Participant.


 


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


 






    5


     


    

 


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


 


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


 


“Legal
Holiday” has the meaning specified in Section 1.14.


 


“Maturity”
means, with respect to any Security, the date on which the principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of redemption
or repurchase, notice of option to elect repayment or otherwise, and includes the Redemption Date.


 


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


 


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


 


“Officer”
means, with respect to any Person, the Chairman of the Board of Directors, a Vice Chairman, the Chief Executive Officer, the President,
any Vice President (without regard to qualifiers such as “Executive” or “Senior”), the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of such Person,
or other Person authorized by resolution of the Board of Directors of such Person.


 


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


 


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


 


“Original
Issue Discount Security” means a Security issued pursuant to this Indenture that provides, at any time prior to the final Stated
Maturity of such Security, for declaration of an amount less than the principal amount thereof to be due and payable upon acceleration
pursuant to Section 5.2.


 


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


 


(1) any
such Security theretofore cancelled by the Trustee or delivered to the Trustee for cancellation including Securities tendered and exchanged
for other securities of the Company;


 


(2) any
such Security of any series for which payment at the Maturity thereof money in the necessary amount has been theretofore deposited pursuant
hereto (other than pursuant to Section 4.2) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such series of 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) any
such Security of any series with respect to which the Company has effected defeasance or covenant defeasance pursuant to the terms hereof,
except to the extent provided in Section 4.2;


 


(4) any
such Security which has been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, unless there shall have been presented to the Trustee proof satisfactory to it that such Security
is held by a “protected purchaser” (as such term is defined in the New York Uniform Commercial Code) in whose hands such
Security is a valid obligation of the Company; and


 






    6


     


    

 


(5) any
such Security converted or exchanged as contemplated by this Indenture into Common Stock or other securities, cash or other property,
if the terms of such Security provide for such conversion or exchange pursuant to Section 3.1;


 


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


 


“Participant”
means, with respect to the Depositary, a Person who has an account with the Depositary.


 


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


 


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


 


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


 


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


 


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


 


“Redemption
Price” means, with respect to any Security or portion thereof to be redeemed, the price at which it is to be redeemed including,
if applicable, accrued and unpaid interest and Additional Amounts as determined by or pursuant to this Indenture or such Security.


 


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


 


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


 


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


 


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office with direct responsibility for the administration of
this Indenture, and also, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is
referred because of such officer’s knowledge of and familiarity with the particular subject.


 






    7


     


    

 


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


 


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


 


“series”
means a series of Securities established under this Indenture.


 


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


 


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


 


“Subsidiary”
means, with respect to any specified Person:


 


(1) any
corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the
total voting power of Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and


 


(2) any
partnership (whether general or limited) or limited liability company (a) the sole general partner or member of which is such Person
or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general
partners or managing members of which are such Person or one or more Subsidiaries of such Person (or any combination thereof) or (y)
such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other
Voting Stock of such partnership or limited liability company, respectively.


 


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


 


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


 


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


 


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


 


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


 






    8


     


    

 


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


 


“Voting
Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to
the occurrence of any contingency) to vote in the election of the Board of Directors of such Person.


 


Section
1.2 Compliance Certificates and Opinions


 


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


 


Every
certificate or opinion with respect to compliance with a condition or covenant or covenant provided for in this Indenture (other than
a certificate delivered pursuant to Section 7.4(4)) shall include:


 


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


 


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


 


(3) a
statement that, in the opinion of 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 condition or covenant 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 an Opinion of Counsel,
unless such Officer knows that the opinion with respect to the matters upon which his certificate or opinion is based are erroneous.
Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations
by, an Officer or Officers of the Company stating that the information with respect to such factual matters is in the possession of the
Company unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Any
certificate, statement or opinion of an Officer of the Company or any Opinion of Counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless
such Officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting
matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous.


 


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


 






    9


     


    

 


Section
1.4 Acts of Holders


 


(1) Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments (including instruments in electronic, digital or other
machine-readable form) of substantially similar tenor signed by such Holders (whether in person or through signatures in electronic,
digital or other machine-readable form) or by an agent duly appointed in writing (including writings in electronic, digital or other
machine-readable form) or may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies
duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article 15, or a combination
of such instruments or record. Except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments or record or both (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture
and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section 1.4. The record of any meeting of Holders of Securities shall be proved
in the manner provided in Section 15.6.


 


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


 


The
Trustee may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any permanent Global
Security held by a U.S. Depositary entitled under the procedures of such U.S. Depositary to make, give or take, by a proxy or proxies
duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant
to this Indenture to be made, given or taken by Holders.


 


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


 


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


 


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


 


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


 






    10


     


    

 


Section
1.5 Notices, etc., to Trustee and Company


 


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


 


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


 


(2) the
Company by the Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid or airmail postage prepaid if sent from outside the United States, to the Company
addressed to SOC Telemed, Inc., 1768 Business Center Drive, Suite 100, Reston, Virginia 20190, Attention: Chief Financial Officer (with
a copy to the General Counsel), or to any other address previously furnished in writing to the Trustee by the Company.


 


Section
1.6 Notice to Holders of Securities; Waiver


 


Except
as otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders of Securities of
all or any series of any event, such notice shall be sufficiently given to Holders of Registered Securities of such series if in writing,
which may be by facsimile or other electronic transmission, or mailed, first-class postage prepaid, to each Holder of a Registered Security
affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall
affect the sufficiency of such notice with respect to other Holders of Registered Securities given as provided herein. Any notice which
is mailed in the manner herein provided shall be conclusively presumed to have been duly given or provided. In the case by reason of
the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


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


 


Where
this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to
the Depositary for such Security (or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest
date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice.


 


Section
1.7 Language of Notices


 


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


 


Section
1.8 Incorporation by Reference of Trust Indenture Act; Trust Indenture Act Controls


 


(a) If
any provision hereof limits, qualifies or conflicts with the duties that would be imposed by any of Sections 310 to 317 of the Trust
Indenture Act through operation of Section 318(c) thereof on any person, such imposed duties shall control. The following Trust Indenture
Act terms have the following meanings:


 


“indenture
securities” means the Securities;


 


“indenture
security holder” means a Holder;


 


“indenture
to be qualified” means this Indenture;


 


“indenture
trustee” or “institutional trustee” means the Trustee; and


 






    11


     


    

 


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


 


All
other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined in the Trust Indenture Act
by reference to another statute or defined by SEC Rule have the meanings assigned to them by such definitions.


 


(b) If
any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture
by the Trust Indenture Act, the provision required by the Trust Indenture Act shall control.


 


Section
1.9 Effect of Headings and Table of Contents


 


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


 


Section
1.10 Successors and Assigns


 


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


 


Section
1.11 Separability Clause


 


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


 


Section
1.12 Benefits of Indenture


 


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


 


Section
1.13 Governing Law; Waiver of Trial by Jury


 


This
Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state. Each of the Company and the Trustee hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Indenture, the Securities or the transactions contemplated hereby.


 


Section
1.14 Legal Holidays


 


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


 






    12


     


    

 


Section
1.15 Counterparts


 


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


 


Section
1.16 Judgment Currency


 


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


 


Section
1.17 Limitation on Individual Liability


 


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


 


Article
2



SECURITIES FORMS


 


Section
2.1 Forms Generally


 


Each
Registered Security and temporary or permanent Global Security or Definitive Security issued pursuant to this Indenture shall be in the
form established by or pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or more
indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Officers executing
such Security as evidenced by their execution of such Security.


 






    13


     


    

 


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


 


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


 


Section
2.2 Form of Trustee’s Certificate of Authentication


 


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


 


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


 


		                                                                   ,
    as Trustee
	 	 	 	 
	 	By: 	                                                                  	 
	 	 	       Authorized Signatory	 
	 	 	 	 
	 	Dated:  	 	 
	 	 	 	 



 


Section
2.3 Securities in Global Form


 


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


 


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


 


Notwithstanding
the provisions of Section 3.8 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company
or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities as is represented by a Global Security in
the case of a Global Security in registered form, the Holder of such Global Security in registered form.


 


Each
Global Security shall bear a legend in substantially the following form (unless otherwise specified by the Depositary):


 


“THIS
DEBT 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 DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME
OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN
LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”


 






    14


     


    

 


Article
3



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


 


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


 


(2) any
limit upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of such series pursuant to Section 3.4, Section 3.5, Section 3.6, Section 9.6 or Section 11.7, upon repayment in part of any Registered
Security of such series pursuant to Article 13 or upon surrender in part of any Registered Security for conversion or exchange into Common
Stock or other securities, cash or other property pursuant to its terms, or pursuant to the terms of such Securities and except for any
Securities, which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);


 


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


 


(4) the
date as of which any Global Security shall be dated (if other than the date of original issuance of the first of such Securities to be
issued);


 


(5) the
date or dates, or the method for determining such date or dates, on which the principal of such Securities will be payable;


 


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


 


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


 


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


 


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


 






    15


     


    

 


(10) the
denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $1,000
and any multiple of $1,000 in excess thereof;


 


(11) whether
the Securities of the series will be convertible into shares of Common Stock and/or exchangeable for other securities, cash or other
property of the Company or of any other Person, and if so, the terms and conditions upon which such Securities will be so convertible
or exchangeable, and any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such
convertible or exchangeable Securities or the administration thereof;


 


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


 


(13) if
other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with
respect to any of such Securities shall be payable;


 


(14) if
the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the
election of the Company or a Holder thereof or otherwise, in Currency other than that in which such Securities are stated to be payable,
the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made,
and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the
Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of
or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the
election of the Company or a Holder thereof or otherwise, in a Foreign Currency;


 


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


 


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


 


(17) whether
either or both of Section 4.2(2) relating to defeasance or Section 4.2(3) relating to covenant defeasance shall not be applicable to
the Securities of such series, and any covenants relating to the Securities of such series which shall be subject to covenant defeasance,
and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof, whether the Company’s
obligation to repurchase or repay such Securities will be subject to defeasance or covenant defeasance, and any deletions from, or modifications
or additions to, the provisions of Article 4 in respect of the Securities of such series;


 


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


 


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


 


(20) whether
the Securities are senior or subordinated debt securities, and if subordinated debt securities, the terms of such subordination;


 


(21) whether
the Securities of the series will be guaranteed by any Persons and, if so, the identity of such Persons, the terms and conditions upon
which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated
to other indebtedness of the respective guarantors and may be released;


 






    16


     


    

 


(22) whether
the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such Securities shall
be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Company or
any guarantor and may be released; and


 


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


 


All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided by the
Company in or pursuant to the Board Resolution and set forth in the Officer’s Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of any series may provide, without limitation, that the Securities
of such series shall be authenticated and delivered by the Trustee on original issue from time to time in accordance with such procedures
as are acceptable to the Trustee (including authentication and delivery by the Trustee on original issue from time to time upon telephonic
or written order of persons designated in the Officer’s Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Officer’s Certificate
or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officer’s
Certificate or supplemental indenture). All Securities of any one series need not be issued at the same time and, unless otherwise so
provided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms
of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant
to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate
setting forth the terms of such series.


 


Section
3.2 Currency; Denominations


 


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


 


Section
3.3 Execution, Authentication, Delivery and Dating


 


Securities
shall be executed on behalf of the Company by any Officer of the Company. 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, executed by the
Company, to the Trustee for authentication and, provided that the Board Resolution and Officer’s Certificate or supplemental indenture
or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof
and of such Securities shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided with, and (subject to Sections 315(a)
through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon an Opinion of Counsel and an Officer’s Certificate
that contain the statements required by Section 1.2.


 


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


 


Notwithstanding
the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time,
it shall not be necessary to deliver the Officer’s Certificate or Company Order 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. This paragraph shall not be applicable to Securities of a series
that are issued as part of a reopening pursuant to the last paragraph of Section 3.1.


 






    17


     


    

 


Each
Registered 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 in Section 2.2 or Section 6.12 executed by or on behalf
of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. 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.


 


Section
3.4 Temporary Securities


 


Pending
the preparation of Definitive Securities, the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary Securities in lieu thereof which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Securities
in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations
as the Officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities.
Such temporary Securities may be in the form of Global Securities.


 


Except
in the case of temporary Global Securities, which shall be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Company shall cause Definitive Securities to be prepared without unreasonable delay. After the preparation of Definitive
Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such temporary
Securities shall be exchangeable for such Definitive Securities upon surrender of such temporary Securities at an Office or Agency for
such Securities, without charge to any Holder thereof. Upon surrender for cancellation of any one or more temporary Securities, the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Securities of
authorized denominations of the same series and containing identical terms and provisions. Unless otherwise provided in or pursuant to
this Indenture with respect to a temporary Global Security, until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as Definitive Securities of such series.


 


Section
3.5 Registration, Transfer and Exchange


 


With
respect to the Registered Securities of each series, if any, the Company shall cause to be kept a register (each such register being
herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such
series and of transfers of the Registered Securities of such series.


 


Such
Office or Agency shall be the “Security Registrar” or “Registrar” for that series of Securities.
Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be the initial Security Registrar for
each series of Securities. The Company shall have the right to remove and replace from time to time the Security Registrar for any series
of Securities; provided that no such removal or replacement shall be effective until a successor Security Registrar with respect to such
series of Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that
the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine
the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities.


 






    18


     


    

 


A
Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary. Notwithstanding the foregoing, except as may be provided pursuant to Section 3.1, any Global Security or
any beneficial interest therein shall be exchangeable for Definitive Securities only if (i) the Depositary is at any time unwilling,
unable or ineligible to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days of the date
the Company is so informed in writing, (ii) the Depositary ceases to be a clearing agency registered under the Exchange Act, (iii) the
Company (subject to the Applicable Procedures) executes and delivers to the Trustee a Company Order to the effect that such Global Security
shall be so exchangeable or (iv) an Event of Default has occurred and is continuing with respect to such Securities. If the holder of
a Global Security or the beneficial owners of interests in a Global Security are entitled to exchange such interests for Definitive Securities
as the result of an event specified in clause (i), (ii), (iii) or (iv) of the preceding sentence, the Company shall promptly make available
to the Trustee Definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same
series, containing identical terms and in aggregate principal amount equal to the principal amount of such Global Security, executed
by the Company. Such Global Security shall be surrendered from time to time by the U.S. Depositary or such other Depositary as shall
be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depositary
or such other Depositary, as the case may be (which instructions shall be in writing but need not be contained in or accompanied by an
Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for Definitive Securities as described
above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered
Global Security, a like aggregate principal amount of Definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such Global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning
at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption
Date. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to such Depositary or the U.S.
Depositary, as the case may be, or such other Depositary or U.S. Depositary referred to above in accordance with the instructions of
the Company referred to above. If a Registered portion of a Global Security is exchanged for Definitive Registered Securities after the
close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such
Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date
for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest or
Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Definitive Registered Security, but shall be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security shall be payable
in accordance with the provisions of this Indenture.


 


The
transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Transfers and exchanges of beneficial interests in the Global Securities
also shall require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following
paragraphs, as applicable:


 


(1) Beneficial
interests in any Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the
same Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described
in this subparagraph (1).


 


(2) In
connection with the transfer or exchange of beneficial interests in any Global Security to Persons who take delivery thereof in the form
of a beneficial interest in a different Global Security, the transferor of such beneficial interest must deliver to the Registrar (i)
an order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial
interest to be transferred or exchanged and (ii) instructions given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange
of beneficial interests in Global Securities contained in this Indenture and such Securities or otherwise applicable under the Securities
Act, the Trustee shall adjust the principal amount of the relevant Global Security(s) pursuant to this paragraph.


 






    19


     


    

 


If
any Holder of a beneficial interest in a Global Security proposes to exchange such beneficial interest for a Definitive Security or to
transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Security in the event of the occurrence
of any of the conditions set forth in the third paragraph of this Section 3.5, then, upon delivery to the Registrar of (i) an order from
a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary
to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged and (ii) instructions
given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Security shall be
registered to effect the transfer or exchange referred to in clause (i), the Trustee shall cause the aggregate principal amount of the
applicable Global Security to be reduced accordingly as described below, and the Company shall execute and, upon receipt of a Company
Order pursuant to Section 3.3, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Security
in the appropriate principal amount. Any Definitive Security issued in exchange for a beneficial interest pursuant to this paragraph
shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Securities to the Persons in whose names such Securities are so registered.


 


A
Holder of a Definitive Security may exchange such Security for a beneficial interest in a Global Security or transfer such Definitive
Securities to a Person who takes delivery thereof in the form of a beneficial interest in a Global Security at any time. Upon receipt
of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Security and increase or cause to be
increased the aggregate principal amount of the applicable Global Security.


 


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


 


Upon
request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this paragraph, the Registrar
shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting
Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. A Holder
of Definitive Securities may transfer such Securities to a Person who takes delivery thereof in the form of a Definitive Security. Upon
receipt of a request to register such a transfer, the Registrar shall register the Definitive Securities pursuant to the instructions
from the Holder thereof.


 


At
such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global
Security has been redeemed, repurchased or cancelled in whole and not in part, each such Global Security shall be returned to or retained
and cancelled by the Trustee in accordance with Section 3.9. At any time prior to such cancellation, if any beneficial interest in a
Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced
accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee
to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Security, the principal amount of Securities represented by such other Global
Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depositary
at the direction of the Trustee to reflect such increase.


 


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


 


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


 


No
service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee)
that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections
3.4, 3.6, 9.6 and 11.7 not involving any transfer.


 






    20


     


    

 


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


 


The
Registrar shall retain copies of all certificates, notices and other written communications received pursuant to this Section 3.5. The
Company shall have the right to inspect and make copies of all such certificates, notices or other written communications at any reasonable
time upon the giving of reasonable written notice to the Registrar.


 


All
certifications and certificates required to be submitted to the Registrar pursuant to this Section 3.5 to effect a registration of transfer
or exchange may be submitted by facsimile, with an original of such document to be sent promptly thereafter.


 


Section
3.6 Mutilated, Destroyed, Lost and Stolen Securities


 


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


 


If
there be delivered to the Company and to 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 to a Responsible Officer that such Security has been acquired by a “protected purchaser”
(as such term is defined in the New York Uniform Commercial Code), the Company shall execute and, upon the Company’s request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such destroyed, lost or stolen Security, a new Security of
the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding.


 


Notwithstanding
the foregoing provisions of this Section 3.6, in case any 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 3.6, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


 


Every
new Security issued pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security shall constitute a separate 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 such series duly issued hereunder.


 


The
provisions of this Section 3.6, as amended or supplemented pursuant to this Indenture with respect to particular Securities or generally,
shall be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.


 


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


 


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








 






    21


     


    

 


Unless
otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to, any Registered Security
that shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Registered Security
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant Regular
Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election 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 Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be
paid on such Registered Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held
in trust for the benefit of the Person entitled to such Defaulted Interest as 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 in the manner provided in
Section 1.6, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense
of the Company, cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough
of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted
Interest shall be paid to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at
the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


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


 


Unless
otherwise provided in or pursuant to this Indenture or the Securities of any particular series pursuant to the provisions of this Indenture,
at the option of the Company, interest on Registered Securities that bear interest may be paid by wire transfer in immediately available
funds if the Holder of the Registered Security has provided to the Company and the Trustee wire instructions at least five Business Days
prior to the applicable payment date or by check mailed to the address of that Holder as it appears on the books of the Securities Registrar
if that Holder has not provided wire instructions; provided that any payment of principal (or premium, if any) in respect of any Security
will be made only upon presentation and surrender of such Security at the applicable Office or Agency.


 


Subject
to the foregoing provisions of this Section 3.7 and Section 3.5, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.


 


In
the case of any Registered Security of any series that is convertible, which Registered Security is converted after any Regular Record
Date and on or prior to the immediately succeeding Interest Payment Date (other than any Registered Security with respect to which the
Maturity is prior to such Interest Payment Date), interest 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 Registered Security (or one or more predecessor Registered Securities) is registered at the close of business on such
Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Registered Security
which is converted, interest with respect to which the Stated Maturity is after the date of conversion of such Registered Security shall
not be payable.


 


Section
3.8 Persons Deemed Owners


 


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


 






    22


     


    

 


No
holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture
with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or
the Trustee as the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.


 


Section
3.9 Cancellation


 


All
Securities surrendered for payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities, as well as
Securities surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be cancelled promptly by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 3.9, except as expressly permitted by
or pursuant to this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures.


 


Section
3.10 Computation of Interest


 


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


 


Section
3.11 CUSIP and ISIN Numbers


 


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


 


Article
4



SATISFACTION AND DISCHARGE OF INDENTURE


 


Section
4.1 Satisfaction and Discharge


 


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


 


(1) either


 


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


 


(b) all
Securities of such series not theretofore delivered to the Trustee for cancellation:


 


(i) have
become due and payable, or


 


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


 


(iii) if
redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of
(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, (x) money
in an amount or (y) Government Obligations that through the payment of interest and principal in respect thereof in accordance with
their terms will provide, not later than one day before the due date of any payment, in the opinion of a nationally recognized Independent
Registered Public Accounting Firm or investment bank expressed in a written certification thereof delivered to the Trustee, money in
the amount, or (z) a combination of (x) and (y) in an amount in the Currency in which such series of Securities are payable sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, including
the principal of, any premium and interest on, and any Additional Amounts with respect to such Securities then determinable, to the date
of such deposit (in the case of Securities which have become due and payable) or to the Maturity or the Redemption Date thereof, as the
case may be;


 






    23


     


    







 


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


 


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


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee
under Section 6.7, the obligations of the Trustee under Section 4.3, if money, Government Obligations or a combination thereof shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 4.1, the obligations of the Company and
the Trustee with respect to the Securities of such series under Section 3.4, Section 3.5, Section 3.6, Section 10.2 and Section 10.3,
and the obligations of the Company with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated
by Section 10.4 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited
in respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and with respect to any rights to convert or exchange such Securities
into Common Stock or other securities, cash or other property shall survive such satisfaction and discharge.


 


Section
4.2 Defeasance and Covenant Defeasance


 


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


 


(2) Upon
the Company’s exercise of the above option applicable to this Section 4.2(2) with respect to any Securities of or within a series,
the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on the date the
conditions set forth in clause (4) of this Section 4.2 are satisfied (hereinafter, “defeasance”). For this purpose,
such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding
Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of the Sections of this Indenture
referred to in clauses (i) and (ii) below, and to have satisfied all of its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders
of such Outstanding Securities to receive, solely from the trust fund described in clause (4) of this Section 4.2 and as more fully set
forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts,
if any, with respect to, such Securities when such payments are due, and any rights of such Holder to convert or exchange such Securities
into Common Stock or other securities, cash or other property, (ii) the obligations of the Company and the Trustee with respect to such
Securities under Section 3.4, Section 3.5, Section 3.6, Section 10.2 and Section 10.3 and the obligations of the Company with respect
to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.4 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section
4.2(4)(a) below), and with respect to any rights to convert or exchange such Securities into Common Stock or other securities, cash or
other property, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 4.2. The Company
may exercise its option under this Section 4.2(2) notwithstanding the prior exercise of its option under clause (3) of this Section 4.2
with respect to such Securities.


 






    24


     


    

 


(3) Upon
the Company’s exercise of the above option applicable to this Section 4.2(3) with respect to any Securities of or within a
series, (i) the Company shall be released from its obligations to comply with any term, provision or condition under Section 8.1 with
respect to such Securities (and, to the extent specified pursuant to Section 3.1, any other restrictive covenant added for the benefit
of such Securities) and (ii) unless otherwise specified pursuant to Section 3.1, the occurrence of any event specified in Section 5.1(7)
shall not be deemed to be an Event of Default, in each case on and after the date the conditions set forth in clause (4) of this Section
4.2 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection
with any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose,
such covenant defeasance means that, with respect to such Outstanding Securities, 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 covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any covenant or by reason of reference in any such covenant to any other provision herein or in
any other document and such omission to comply shall not constitute a default or an Event of Default under Section 5.1(4), Section 5.1(7)
or otherwise, as the case may be, insofar as it relates to Section 8.1 and, to the extent specified pursuant to Section 3.1, any other
restrictive covenant added for the benefit of such Security, but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby; provided that the obligations of the Company with respect to the payment of Additional Amounts,
if any, on such Securities as contemplated by Section 10.4 shall remain unsatisfied only to the extent that the Additional Amounts payable
with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.2(4)(a) below;
provided, further, that notwithstanding a covenant defeasance with respect to Section 8.1, any Person to whom a sale, assignment, transfer,
lease, conveyance or other disposition is made pursuant to Section 8.1, shall as a condition to such sale, assignment, transfer, lease,
conveyance or other disposition, assume by an indenture supplemental hereto in form satisfactory to the Trustee, executed by such successor
Person and delivered to the Trustee, the obligations of the Company to the Trustee under Section 6.7 and the second to the last paragraph
of this Section 4.2.


 


 


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


 


(a) The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.8 who shall agree to comply with the provisions of this Section 4.2 applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities,
(1) an amount in Dollars or in such Foreign Currency in which such Securities are then specified as payable at Stated Maturity, or (2)
Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified
as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any,
on such Securities, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of
any reinvestment of such principal and interest, in the opinion of a nationally recognized Independent Registered Public Accounting Firm
or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied
by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest or Additional
Amounts then determinable, if any, on such Outstanding Securities at the Maturity of such principal or installment of principal or interest,
provided that the Company shall specify whether such Outstanding Securities are being defeased to Stated Maturity or to the Redemption
Date and (z) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such
payments are due and payable in accordance with the terms of this Indenture and of such Securities.


 


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


 


(c) No Event
of Default or event that, with notice or lapse of time or both, would become an Event of Default with respect to such Securities shall
have occurred and be continuing on the date of such deposit (other than an Event of Default resulting from non-compliance with any covenant
from which the Company is released upon effectiveness of such defeasance or covenant defeasance, as applicable).


 


(d) In the
case of an election under clause (2) of this Section 4.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that:


 


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


 






    25


     


    

 


(ii) since the date of execution of this Indenture,
there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall
confirm that, subject to customary assumptions and exclusions, the Holders of such Outstanding Securities 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.


 


(e) In the
case of an election under clause (3) of this Section 4.2, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that, subject to customary assumptions and exclusions, the Holders of such Outstanding Securities will not recognize income, gain
or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.


 


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


 


(g) If the
Securities are to be redeemed prior to their Stated Maturity (other than from mandatory sinking fund payments or analogous payments),
notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall
have been made.


 


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


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 4.2
or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account
of the Holders of such Outstanding Securities.


 


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


 


Section 4.3 Application of Trust
Money


 


Subject to the provisions of the last paragraph
of Section 10.3, all money and Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section 4.3, the Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 4.1 or Section 4.2 in respect of any Outstanding Securities of any series shall be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal,
premium, if any, interest and Additional Amounts, if any, for whose payment such money has or Government Obligations have been deposited
with or received by the Trustee; but such money and Government Obligations need not be segregated from other funds except to the extent
required by law.


 


Section 4.4 Qualifying Trustee


 


Any trustee appointed pursuant to Section 4.2 for
the purpose of holding trust funds deposited pursuant to that Section shall be appointed under an agreement in form acceptable to the
Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be entitled to conclusively
rely, that all conditions precedent provided for herein to the related defeasance or covenant defeasance have been complied with. In no
event shall the Trustee be liable for any acts or omissions of said trustee.



 






    26


     


    

 


Article
5


 


REMEDIES


 


Section 5.1 Events of Default


 


“Event of Default,” wherever
used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body), unless such event is specifically deleted or modified
in or pursuant to the supplemental indenture, Board Resolution or Officer’s Certificate establishing the terms of such series pursuant
to this Indenture:


 


(1) default
for 30 days in the payment when due of any interest on or any Additional Amount in respect of any Security of such series;


 


(2) default
in the payment of the principal of or any premium on any Security of such series when the principal or premium becomes due and payable
at Maturity;


 


(3) default
in the deposit of any sinking fund payment when and as due by the terms of any Security of such series, subject to any cure period specified
in any Security of such series;


 


(4) failure
on the part of the Company duly to observe or perform any other of the covenants or agreements (other than those described in clause (1),
(2) or (3) above) on the part of the Company with respect to that series contained in such Securities or otherwise established with respect
to that series of Securities pursuant to Section 3.1 hereof or contained in this Indenture (other than a covenant or agreement that has
been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series) and such
failure shall continue for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied
and stating that such notice is a “Notice of Default” shall have been given to the Company by the Trustee, upon direction
of Holders of at least 25% in principal amount of the Outstanding Securities of that series; provided, however, that if such failure is
not capable of cure within such 60-day period, such 60-day period shall be automatically extended by an additional 60 days so long as
(i) such failure is subject to cure, and (ii) the Company is using commercially reasonable efforts to cure such failure; and provided,
further, that a failure to comply with any such other agreement in this Indenture that results from a change in GAAP shall not be deemed
to be an Event of Default;


 


(5) a
decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company bankrupt or insolvent, or
approving as properly filed a petition seeking liquidation or reorganization of the Company under any applicable bankruptcy, insolvency,
reorganization or other similar law, and such decree or order shall have continued unvacated and unstayed for a period of 90 days; an
involuntary case shall be commenced under any applicable bankruptcy, insolvency, reorganization or other similar law in respect of the
Company and shall continue undismissed for a period of 90 days or an order for relief in such case shall have been entered and such order
shall have remained in force unvacated and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the
premises shall have been entered for the appointment on the ground of insolvency or bankruptcy of a receiver, custodian, liquidator, trustee
or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding up or liquidation of its affairs, and such
decree or order shall have remained in force unvacated and unstayed for a period of 90 days;


 


(6) the
Company shall institute proceedings to be adjudicated a voluntary bankrupt, shall consent to the filing of a bankruptcy proceeding against
it, shall file a petition or answer or consent seeking liquidation or reorganization under any applicable bankruptcy, insolvency, reorganization
or other similar law, shall consent to the filing of any such petition or shall consent to the appointment on the ground of insolvency
or bankruptcy of a receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or
shall make a general assignment for the benefit of creditors; or


 


(7) any
other Event of Default provided in or pursuant to the Indenture with respect to Securities of the series, provided that any such Event
of Default that results from a change in GAAP shall not be deemed to be an Event of Default.


 






    27


     


    

 


Section 5.2 Acceleration of Maturity;
Rescission and Annulment


 


If an Event of Default specified in clause (5)
or (6) of the definition thereof above occurs, the principal of all Securities shall automatically become due and payable without further
action or notice, anything contained in this Indenture or the Securities of each series or established with respect to each series pursuant
to Section 3.1 to the contrary notwithstanding. If (a) upon the occurrence and continuance of an Event of Default specified in clause
(1) or (2) of the definition thereof, the Company and the Trustee receive notice in writing that Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of that series, or (b) upon the occurrence and continuance of any other Event of Default
other than an Event of Default specified in clause (1), (2), (5) and (6) of the definition thereof, the Company and the Trustee receive
notice in writing that Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of that series
have declared the principal (or, in the case of discounted Securities, the amount specified in the terms thereof) of all Securities of
that series to be due and payable immediately, then upon any such declaration the same shall become and shall be immediately due and payable,
anything contained in this Indenture or in the Securities of that series or established with respect to that series to the contrary notwithstanding.


 


At any time after a declaration of acceleration
or automatic acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereafter in this Article 5 provided, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul the declaration
or automatic acceleration and its consequences if:


 


(1) the
Company has paid or deposited with the Trustee a sum of money sufficient to pay (A) all overdue installments of interest on all Securities
of such series and any Additional Amounts payable with respect thereto, (B) the principal of and any premium on any Securities of the
series which have become due otherwise than by the declaration of acceleration or automatic acceleration and interest thereon and any
Additional Amounts with respect thereto at the rate or rates borne by or provided in such Securities, (C) 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 such series, other than the non-payment of the principal of, any premium and interest
on, and any Additional Amounts with respect to, Securities of such series which shall have become due solely by the acceleration, shall
have been cured or waived as provided in Section 5.3.


 


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 installment of interest on any Security, or any Additional Amounts payable with respect thereto, when such
interest or Additional Amounts shall have become due and payable and such default continues for any cure period specified with respect
to such Security;


 


(2) default
is made in the payment of any principal of or premium, if any, on, or any Additional Amounts payable in respect of any principal of or
premium, if any, on any Security at its Maturity; or


 


(3) default
is made in the deposit of any sinking fund payment, when and as due by the terms of any Security and such default continues for any cure
period specified with respect to such Security;


 


the Company shall, upon demand of the Trustee, pay
to the Trustee, for the benefit of the Holders of such Securities, the whole amount of money then due and payable with respect to such
Securities, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally enforceable,
upon any overdue installments of interest and Additional Amounts at the rate or rates borne by or provided for in such Securities, and,
in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the
Trustee under Section 6.7.


 






    28


     


    

 


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


 


If an Event of Default with respect to the Securities
of any series occurs and is continuing, the Trustee may, and if (A) an Event of Default specified in clause (1), (2), (5) or (6) of the
definition thereof occurs and is continuing, and Holders of not less than 25% in aggregate principal amount of the Outstanding Securities
of such series direct, or (B) an Event of Default other than an Event of Default specified in clause (1), (2), (5) or (6) of the definition
thereof occurs and is continuing, and Holders of not less than a majority in aggregate principal amount of the Outstanding Securities
of such series direct, so long as such Holders shall have provided the Trustee with such indemnity as it shall require and subject to
the provisions of Section 5.12, the Trustee shall, proceed to protect and enforce its rights and the rights of the Holders of Securities
of such series by such appropriate judicial proceedings to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to
enforce any other proper remedy.


 


Section 5.4 Trustee May File Proofs
of Claim


 


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


 


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


 


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


 


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


 


Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security 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 of a Security in any such proceeding.


 


Section 5.5 Trustee May Enforce
Claims without Possession of Securities


 


All rights of action and claims under this Indenture
or any of 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 or judgment, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of a Security in respect
of which such judgment has been recovered.


 






    29


     


    

 


Section 5.6 Application of Money
Collected


 


Any money collected by the Trustee pursuant to
this Article 5 with respect to Securities of any series shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, or any premium, interest or Additional Amounts, upon presentation
of such 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
and any predecessor Trustee under Section 6.7;


 


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


 


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


 


Section 5.7 Limitations 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 such series;


 


(2) (a)
in the case of an Event of Default specified in clause (1), (2), (5) and (6) of the definition thereof, Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of such series, or (b) in the case of an Event of Default other than as specified
in clause (1), (2), (5) and (6) of the definition thereof, Holders of not less than a majority in aggregate principal amount of the Outstanding
Securities of such series, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee hereunder;


 


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


 


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


 


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


 


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


 


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


 


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


 






    30


     


    

 


Section 5.9 Restoration of Rights
and Remedies


 


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


 


Section 5.10 Rights and Remedies
Cumulative


 


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


 


Section 5.11 Delay or Omission Not
Waiver


 


No delay or omission of the Trustee or of any Holder
of any Security 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 5 or by law to the Trustee
or to any Holder of a Security may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such
Holder, as the case may be.


 


Section 5.12 Control by Holders
of Securities


 


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


 


(1) such
direction shall not be in conflict with any rule of law or with this Indenture or with the Securities of any series and would not involve
the Trustee in personal liability;


 


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


 


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


 


Section 5.13 Waiver of Past or Existing
Defaults


 


The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series by notice to the Trustee may on behalf of the Holders of all the Securities of such
series waive any past or existing default or Event of Default hereunder with respect to such series and its consequences, except:


 


(1) a
continuing default or Event of Default in the payment of the principal of, any premium or interest on, or any Additional Amounts with
respect to, any Security of such series; or


 


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


 


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


 






    31


     


    

 


Section 5.14 Waiver of Stay or Extension
Laws


 


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


 


Section 5.15 Undertaking for Costs


 


All parties to this Indenture agree, and each Holder
of any Security by his or her acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted
by it as Trustee, the filing by any party litigant in such suit of any undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of
this Section 5.15 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of Outstanding Securities of any series, or to any suit instituted by any Holder for
the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on or Additional Amounts, if any, with respect
to any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the
Redemption Date, and, in the case of repayment, on or after the date for repayment) or for the enforcement of the right, if any, to convert
or exchange any Security into Common Stock or other securities, cash or other property in accordance with its terms.


 


Article
6


 


The Trustee


 


Section 6.1 Certain Duties and Responsibilities


 


The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. Except during the continuance of an Event of Default with respect to the Securities of
a series of which a Responsible Officer has actual knowledge, the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to such Securities, and no implied covenants or obligations shall be read into this
Indenture with respect to such Securities against the Trustee. In case an Event of Default of which a Responsible Officer has actual knowledge
with respect to the Securities of a series has occurred (which has not been cured or waived), the Trustee shall exercise the rights and
powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, with respect to such Securities, as
a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Notwithstanding the
foregoing, 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. 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 Certain Rights of Trustee


 


Subject to the provisions of Section 6.1:


 


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


 


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


 






    32


     


    

 


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


 


(4) 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;


 


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


 


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


 


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


 


(8) the
Trustee shall not be liable in its individual capacity for any action taken or suffered to be taken, unless it shall be proved that the
Trustee was negligent, acted in bad faith or engaged in willful misconduct;


 


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


 


(10) the
Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good
faith in accordance with this Indenture, and, to the extent not so provided herein, with respect to any act requiring the Trustee to exercise
its own discretion, 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 or any Securities, unless it shall be proved that, in connection with
any such action taken, suffered or omitted or any such act, the Trustee was negligent, acted in bad faith or engaged in willful misconduct;


 


(11) 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;


 


(12) the
Trustee shall not be charged with knowledge or required to take notice of any default or Event of Default with respect to the Securities
unless either (A) a Responsible Officer shall have actual knowledge of such default or Event of Default or (B) written notice of such
default or Event of Default, which references the Securities and this Indenture, shall have been given to a Responsible Officer by the
Company or other obligor on such Securities or by any Holder of such Securities;


 


(13) the
Trustee shall not be liable in its individual capacity for any action taken, suffered or omitted by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 






    33


     


    

 


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


 


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


 


(16) the
permissive rights of the Trustee to take certain actions under or perform any discretionary act enumerated in this Indenture shall not
be construed as a duty unless so specified herein, and the Trustee shall not be answerable for other than its negligence or willful misconduct
in the performance of such action or act;


 


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


 


(18) in
no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and


 


(19) in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its 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 and hardware) services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section 6.3 Notice of Defaults


 


Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series of which a Responsible Officer has actual knowledge, the Trustee shall give the
Holders of Securities of such series entitled to receive reports pursuant to Section 7.3, notice of such default hereunder actually known
to a Responsible Officer, unless such default shall have been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any), or interest, if any, on, or Additional Amounts or any sinking fund or purchase
fund installment with respect to, any Security of such series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers in good faith determine
that the withholding of such notice is in the best interest of the Holders of Securities of such series; and provided, further, that in
the case of any default of the character specified in Section 5.1(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means
any event that is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 


Section 6.4 Not Responsible for
Recitals or Issuance of Securities


 


The recitals contained herein and in the Securities,
except the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and neither the Trustee nor
any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency
or priority of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use
or application by the Company of the Securities or the proceeds thereof. Except with respect to the authentication of Securities pursuant
to Section 3.3, the Trustee shall not be responsible for the legality or the validity of this Indenture or any Securities issued or to
be issued hereunder.


 






    34


     


    

 


Section 6.5 May Hold Securities


 


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


 


Section 6.6 Money Held in Trust


 


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


 


Section 6.7 Compensation and Reimbursement


 


The Company agrees:


 


(1) to
pay to the Trustee from time to time such compensation as shall be agreed upon from time to time in writing between the Company and the
Trustee for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust);


 


(2) except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Indenture arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder (including the reasonable compensation and the expenses and disbursements of its agents
and counsel), except any such expense, disbursement or advance as may be caused by the Trustee’s own negligence or willful misconduct;
and


 


(3) to
fully indemnify each of the Trustee and any predecessor Trustee and its agents, officers, directors and employees for, and to hold them
harmless against, any loss, liability, damage, claim or expense (including reasonable legal fees and expenses), including taxes (other
than taxes based on the income of the Trustee), incurred without negligence or willful misconduct on their part, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending
themselves against any claim or liability (whether asserted by the Company, a Holder of Securities, or any other Person) in connection
with the exercise or performance of any of their powers or duties hereunder.


 


As security for the performance of the payment
obligations of the Company under this Section 6.7, the Trustee shall have a lien prior to the Securities of any series upon all property
and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, and premium or interest
on, or any Additional Amounts with respect to, particular Securities. Such lien shall survive the resignation or removal of the Trustee
and the satisfaction and discharge of this Indenture. Without prejudice to any other rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services after a default or Event of Default specified in Section 5.1(5) and 5.1(6) hereof
occurs, the expenses and the compensation for the services (including the fees and expense of its agents and counsel) are intended to
constitute expense of administration under U.S. Code, Title 11 or any other similar foreign, federal or state law for the relief of debtors.


 


Without prejudice to any other rights available
to the Trustee under applicable law, to the extent permitted by law any compensation or expense incurred by the Trustee after a default
specified in or pursuant to Section 5.1 is intended to constitute an expense of administration under any then applicable bankruptcy or
insolvency law. “Trustee” for purposes of this Section 6.7 shall include any predecessor Trustee but the negligence
or willful misconduct of any Trustee shall not affect the rights of any other Trustee under this Section 6.7.


 


Notwithstanding any other provision of this Indenture
to the contrary, in no event shall the Trustee be liable for special, indirect or consequential damages of any kind whatsoever (including
but not limited to lost profits) even if the Trustee had been advised of the likelihood of such loss or damage and regardless of the form
of action.


 


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


 






    35


     


    

 


Section 6.8 Corporate Trustee Required;
Eligibility; Conflicting Interests


 


There shall at all times be a Trustee hereunder
that is a Corporation or a national banking association, organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2)
of the Trust Indenture Act) of at least $50,000,000 subject to supervision or examination by federal or state authority. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.8, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article 6.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such
Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.


 


Section 6.9 Resignation and Removal;
Appointment of Successor


 


(1) No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 6 shall become effective until
the acceptance of appointment by the successor Trustee pursuant to Section 6.10.


 


(2) The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If
the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such series.


 


(3) The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal,
the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to such series. The Trustee for one or more series of Securities may be removed by the Company, so long as no default
or Event of Default has occurred and is continuing with respect to such series.


 


(4) If
at any time:


 


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


 


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


 


(c) the
Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall
be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,


 


then, in any such case,


 


(i) the
Company, by or pursuant to a Company Order, may remove the Trustee with respect to all Securities or the Securities of such series; or


 


(ii) subject
to Section 5.15, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a successor Trustee or Trustees.


 






    36


     


    

 


(5) If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by or pursuant to a Company Order, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of such series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.10. If, within one year after
such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.10, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of
any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner required by
Section 6.10, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


(6) The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series 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.


 


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


 


Section 6.10 Acceptance of Appointment
by Successor


 


(1) Upon
the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or
such successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 10.3, shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien,
if any, provided for in Section 6.7.


 


(2) Upon
the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee
shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates, (b) 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 (c) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and
that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee
hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall have no further responsibility for the exercise of rights
and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, and
such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates;
but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates and subject to Section 10.3 shall duly assign, transfer
and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates,
subject to its lien, if any, provided for in Section 6.7.


 






    37


     


    

 


(3) Upon
request of any Person appointed hereunder as a successor Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.


 


(4) No
Person shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person shall
be qualified and eligible under this Article 6.


 


Section 6.11 Merger, Conversion,
Consolidation or Succession to Business


 


Any Corporation or national banking association
into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation or national banking association
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation or national banking association
succeeding to all or substantially all of the corporate trust business of the Trustee by sale or otherwise, shall be the successor of
the Trustee hereunder, provided such Corporation or national banking association shall otherwise be qualified and eligible under this
Article 6, in each case without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.


 


Section 6.12 Appointment of Authenticating
Agent


 


The Trustee may appoint one or more Authenticating
Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption
or partial repayment or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.


 


Each Authenticating Agent must be acceptable to
the Company and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation or national banking association
that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized
under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance
with Section 310 (a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.12, it shall resign immediately in the manner and with the effect specified
in this Section 6.12.


 


Any Corporation or national banking association
into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation or national banking
association resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation
or national banking association succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating
Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation or national banking association shall
be otherwise eligible under this Section 6.12, 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. 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 6.12, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect
to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register. 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 6.12.


 






    38


     


    

 


The Company agrees to pay each Authenticating Agent
from time to time reasonable compensation for its services under this Section 6.12 to the extent agreed in writing.


 


The provisions of Section 3.3, Section 6.1, Section
6.4 and Section 6.5 shall be applicable to each Authenticating Agent.


 


If an Authenticating Agent is appointed with respect
to one or more series of Securities pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition
to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following
form:


 


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


 


	 	 	 
	 	 	as Trustee
	 	 	 
	 	By:	 
	 	 	As Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer
	 	 	 
	 	Dated: 	 



 


If all of the Securities of any series may not
be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance
located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee,
if so requested by Company Request (which writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint
in accordance with this Section 6.12 (and subject to such procedures as shall be acceptable to the Trustee) an Authenticating Agent having
an office in a Place of Payment designated by the Company with respect to such series of Securities.


 


Article
7



HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.1 Company to Furnish Trustee
Names and Addresses of Holders


 


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


 


(1) semi-annually
with respect to Securities of each series not later than 15 days after each Regular Record Date in respect of Securities of a series,
a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders of such Securities as of
the applicable date, and


 


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


 


provided, however, that so long as the Trustee is the Security Registrar
no such list shall be required to be furnished.


 






    39


     


    

 


Section 7.2 Preservation of Information;
Communications to Holders


 


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


 


Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company, the Trustee, any Paying Agent or any Security Registrar shall
be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in
accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture
Act.


 


Section 7.3 Reports by Trustee


 


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


 


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


 


(3) A
copy of each report, if any, described in Section 7.3(1) and (2) shall, at the time of such transmission to Holders, be filed by the Trustee
with each stock exchange, if any, upon which the Securities are listed, with the Commission and with the Company. The Company will promptly
notify the Trustee when the Securities are listed on any stock exchange and of any delisting thereof.


 


Section 7.4 Reports by Company


 


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


 


(1) file
with the Trustee, within 30 days after the Company has filed the same with the Commission, unless such reports are available on the Commission’s
EDGAR filing system (or any successor thereto), 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 Section 13 or Section 15(d) of the Exchange Act, then it shall file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the 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;


 


(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;


 


(3) transmit
to the Holders within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs
(1) and (2) of this Section 7.4 as may be required by rules and regulations prescribed from time to time by the Commission; and


 






    40


     


    

 


(4) furnish
to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained in or accompanied
by an Officer’s Certificate) signed by the principal executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that to the best of such officer’s knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions
and conditions of this Indenture (or, if a default or Event of Default shall have occurred, describing all such defaults or Events of
Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto).


 


Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall
have no duty to monitor the Company’s compliance with the covenants contained in this Indenture other than to receive written notices
as described in paragraph (4) of this Section 7.4.


 


Article
8


 


CONSOLIDATION, MERGER AND SALES


 


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


 


The Company shall not directly or indirectly consolidate
with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets and
properties and the assets and properties of its Subsidiaries (taken as a whole) to another Person in one or more related transactions
unless:


 


(1) either:
(A) the Company is the survivor; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company)
or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a Person organized or existing under
the laws of the United States, any state of the United States or the District of Columbia;


 


(2) the
Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment,
transfer, lease, conveyance or other disposition has been made shall expressly assume, by an indenture (or indentures, if at such time
there is more than one Trustee) supplemental hereto, in form reasonably satisfactory to the Trustee, executed by the successor Person
and delivered to the Trustee, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts
with respect to, all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part
of the Company to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the
Securities of any series that are convertible or exchangeable into Common Stock or other securities, cash or other property;


 


(3) either
the Company or the successor Person shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture
is required in connection with such transaction, such supplemental indenture comply with this Article 8 and that all conditions precedent
herein provided for relating to such transaction have been complied with; and


 


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


 






    41


     


    

 


Section 8.2 Successor Person Substituted
for Company


 


Upon any consolidation by the Company with or merger
of the Company into any other Person or Persons where the Company is not the survivor or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the properties and assets of the Company and the properties and assets of its Subsidiaries
(taken as a whole) to any Person or Persons in accordance with Section 8.1, the successor Person formed by such consolidation or into
which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and thereafter, except in the case of a lease, the predecessor Person shall be
released from all obligations and covenants under this Indenture and the Securities.


 


Article
9



 


SUPPLEMENTAL INDENTURES


 


Section 9.1 Supplemental Indentures
without Consent of Holders


 


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


 


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


 


(2) to
add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental
indenture or indentures) or to surrender any right or power herein conferred upon the Company; provided, that in respect of any such additional
covenant, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such a default or may limit the remedies
available to the Trustee upon an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of
the Securities of such series to waive such an Event of Default;


 


(3) to
establish the form or terms of Securities of any series as permitted by Section 2.1 and Section 3.1;


 


(4) to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10;


 


(5) to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising under this Indenture; provided that no action pursuant to
this clause (5) shall adversely affect the interests of the Holders of Securities of any series then Outstanding in any material respect;


 


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


 


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


 


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


 


(9) to
make provisions with respect to conversion or exchange rights of Holders of Securities of any series;


 


(10) to
add guarantees in respect of the Securities of one or more series and to provide for the terms and conditions of release thereof;


 






    42


     


    

 


(11) to
convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets
and to provide for the terms and conditions of release thereof;


 


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


 


(13) to
provide for Definitive Securities in addition to or in place of Global Securities;


 


(14) to
qualify the Indenture under the Trust Indenture Act;


 


(15) with
respect to the Securities of a series, to conform the text of the Indenture or the Securities of such series to any provision of the description
thereof in the Company’s offering memorandum or prospectus relating to the initial offering of such Securities, to the extent that
such provision, in the good faith judgment of the Company, was intended to be a verbatim recitation of a provision of the Indenture or
such Securities; or


 


(16) to
make any other change that does not adversely affect the rights of Holders of Outstanding Securities in any material respect.


 


The Trustee is hereby required to join with the
Company and any guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations
which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but
the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


Section 9.2 Supplemental Indentures
with Consent of Holders


 


With the consent of the Holders of not less than
a majority (or such greater amount as is provided for a particular series of Securities) in principal amount of the Outstanding Securities
of each series affected by such supplemental indenture (including consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Securities of such series), voting as a single class, by Act of said Holders delivered to the Company and the Trustee,
the Company (when authorized by or pursuant to a Board Resolution) and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such series under this Indenture or of the Securities of such series;
provided, however, that no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby,
shall:


 


(1) change
the Stated Maturity of the principal of, or any premium or installment of interest on or any Additional Amounts with respect to, any Security,
or reduce the principal amount thereof or the rate (or modify the calculation of such rate in a manner that reduces such rate) of interest
thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereof or otherwise, or change the
obligation of the Company to pay Additional Amounts pursuant to Section 10.4, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or
the amount thereof provable in bankruptcy pursuant to Section 5.4, change the redemption provisions (other than provisions relating to
notice periods (to the extent consistent with the Applicable Procedures of the Depositary) for redemption and conditions to redemption)
or adversely affect the right of repayment at the option of any Holder as contemplated by Article 13, or change the Place of Payment for
any Security or the Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security
is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or,
in the case of redemption, on or after the Redemption Date or, in the case of repayment at the option of the Holder, on or after the date
for repayment);


 


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


 






    43


     


    

 


(3) modify
any of the provisions of this Section 9.2 or Section 5.13 or Section 10.5, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected
thereby; or


 


(4) make
any change that adversely affects the right to convert or exchange any Security into or for Common Stock or other securities, cash or
other property in accordance with the terms of such Security.


 


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


 


It shall not be necessary for any Act of Holders
of Securities 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.


 


Upon the request of the Company, accompanied by
a copy of a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence
of the consent of Holders of Securities as aforesaid, the Trustee shall join with the Company and any guarantors in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.


 


Section 9.3 Execution of Supplemental
Indentures


 


As a condition to executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article 9 or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and Opinion of
Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


 


Section 9.4 Revocation of Consents


 


Notwithstanding clause (5) of Section 1.4, any
Holder of a Security or future Holder of the same Security may revoke a consent as to its Security or portion of a Security. Any revocation
of a consent by the Holder of a Security or any such future Holder shall be effective only if the Trustee receives the notice of revocation
before the date on which the Trustee receives an Officer’s Certificate from the Company certifying that the requisite number of
consents have been received. If, however, a record date is fixed pursuant to Section 1.4, then notwithstanding the second preceding sentence,
those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke
any consent previously given, whether or not such Persons continue to be Holders after such record date.


 


Section 9.5 Effect of Supplemental
Indentures


 


A supplemental indenture or waiver becomes effective
upon the (a) receipt by the Company or the Trustee of the requisite number of consents (if required), (b) satisfaction of any conditions
to effectiveness as set forth in this Indenture or any such supplemental indenture or waiver and (c) with respect to a supplemental indenture,
execution of such supplemental indenture by the Company and the Trustee. After a supplemental indenture or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses (1) through (4) of Section 9.2, in which case, the
supplemental indenture or waiver shall bind a Holder of a Security who is affected thereby only if it has consented to such supplemental
indenture or waiver and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security. Upon the effectiveness of any supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and, except as provided in
the preceding sentence, every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 






    44


     


    

 


Section 9.6 Reference in Securities
to Supplemental Indentures


 


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article 9 may, and shall if required by the Trustee, bear a notation
in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.


 


Section 9.7 Conformity with Trust
Indenture Act


 


Every supplemental indenture executed pursuant
to this Article 9 shall conform to the requirements of the Trust Indenture Act as then in effect.


 


Section 9.8 Notice of Supplemental
Indenture


 


Promptly after the execution by the Company and
the Trustee of any supplemental indenture pursuant to Section 9.2, the Company shall transmit to the Holders of Outstanding Securities
of any series affected thereby a notice setting forth the substance of such supplemental indenture; provided, that any failure to provide,
or any defect in any such notice, shall not impair the validity of any such supplemental indenture.


 


Article
10


 


COVENANTS


 


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


 


The Company covenants and agrees for the benefit
of the Holders of the Securities of each series that it will duly and punctually pay the principal of, any premium and interest on and
any Additional Amounts with respect to, the Securities of such series in accordance with the terms thereof and this Indenture.


 


Section 10.2 Maintenance of Office
or Agency


 


The Company shall maintain in each Place of Payment
for any series of Securities an Office or Agency where Securities of such series may be presented or surrendered for payment, where Securities
of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable
may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such
series relating thereto and this Indenture may be served. 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.


 


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


 


Unless otherwise provided in or pursuant to this
Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New
York, and initially appoints the Corporate Trust Office of ____________________, located at ____________________, as the Office or Agency
of the Company in the Borough of Manhattan, The City of New York, for such purpose. The Company may subsequently appoint a different Office
or Agency in the Borough of Manhattan, The City of New York, for the Securities of any series.


 






    45


     


    

 


Section 10.3 Money for Securities
Payments to Be Held in Trust


 


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


 


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


 


The Company shall cause each Paying Agent for any
series of Securities (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 10.3, that such Paying Agent shall:


 


(1) hold
all sums held by it for the payment of the principal of, any premium or interest on or any Additional Amounts with respect to Securities
of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed
of as provided in or pursuant to this Indenture;


 


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


 


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


 


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


 


Except as otherwise provided herein or pursuant
hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of, any premium or interest on or any Additional Amounts with respect to any Security of any series and remaining unclaimed for two years
after such principal or any such premium or interest or any such Additional Amounts shall have become due and payable shall, subject to
applicable escheat law, 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 either cause to be published once, in an Authorized Newspaper in each Place of Payment for such series,
or may cause to be mailed once to Holders of Registered Securities of such series, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing nor later than two years
after such principal and any premium or interest or Additional Amounts shall have become due and payable, any unclaimed balance of such
money then remaining will be repaid to the Company.


 






    46


     


    

 


Section 10.4 Additional Amounts


 


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


 


Except as otherwise provided in or pursuant to
this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts,
at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s
Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer’s
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or
interest on the Securities of such series shall be made to Holders of Securities of such series who are United States Aliens (as demonstrated
by delivery of appropriate tax forms) without withholding for or on account of any tax, assessment or other governmental charge described
in the Securities of such series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country
the amount, if any, required to be withheld on such payments to such Holders of Securities, and the Company agrees to pay to the Trustee
or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad
faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate
furnished pursuant to this Section 10.4.


 


Section 10.5 Waiver of Certain Covenants


 


The Company may omit in any particular instance
to comply with any term, provision or condition specified pursuant to Section 3.1 with respect to the Securities of any series if the
Company shall have obtained or filed with the Trustee, prior to the time of such failure or omission, evidence (as described in Section
1.4) of the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by Act of
such Holders, either waiving such compliance in such instance or generally waiving compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective in accordance with Section 9.5, the obligations of the Company and the duties of the Trustee in respect
of any such term, provision or condition shall remain in full force and effect.


 


Article
11


 


REDEMPTION OF SECURITIES


 


Section 11.1 Applicability of Article


 


Redemption of Securities of any series at the option
of the Company as permitted or required by the terms of such Securities shall be made in accordance with the terms of such Securities
and (except as otherwise provided herein or pursuant hereto) this Article 11.


 






    47


     


    

 


Section 11.2 Election to Redeem;
Notice to Trustee


 


The election of the Company to optionally redeem
any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of the
Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series
to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company that is subject to a condition
specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s
Certificate evidencing compliance with such restriction or condition.


 


Section 11.3 Selection by Trustee
of Securities to Be Redeemed


 


Unless otherwise indicated for a particular Series
by a Board Resolution, an Officer’s Certificate or a supplemental indenture hereto, if less than all of the Securities of any series
with the same issue date, interest rate or formula, Stated Maturity and other terms are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series
not previously called for redemption on a pro rata basis or by lot (whichever is consistent with the Trustee’s customary practice);
provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Registered Security of such series
not redeemed to less than the minimum denomination for a Security of such series established herein or pursuant hereto.


 


The Trustee shall promptly notify the Company and
the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.


 


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


 


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


 


Section 11.4 Notice of Redemption


 


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


 


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


 


All notices of redemption shall state:


 


(1) the
Redemption Date;


 


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


 


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


 






    48


     


    

 


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


 


(5) that,
on the Redemption Date, the Redemption Price shall become due and payable upon each such Security or portion thereof to be redeemed, and,
if applicable, that interest thereon shall cease to accrue on and after said date, subject to such conditions as may be specified pursuant
to Section 3.1 with respect to such Security;


 


(6) the
place or places where such Securities are to be surrendered for payment of the Redemption Price and any accrued interest and Additional
Amounts pertaining thereto;


 


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


 


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


 


(9) the
CUSIP number (or any other numbers used by a Depositary to identify such Securities).


 


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


 


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


 


Section 11.5 Deposit of Redemption
Price


 


At or prior to 10:00 a.m., New York City time,
on any Redemption Date, the Company shall deposit, with respect to the Securities of any series called for redemption pursuant to Section
11.4, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided
in Section 10.3) an amount of money in the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 3.1 or in the Securities of such series) any accrued
interest on and Additional Amounts with respect to such accrued interest, all such Securities or portions thereof which are to be redeemed
on that date.


 


Section 11.6 Securities Payable
on Redemption Date


 


Notice of redemption having been given as aforesaid
and all conditions specified pursuant to Section 3.1 having been satisfied, 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
any accrued interest and Additional Amounts to the Redemption Date; provided, however, that, except as otherwise specified in or pursuant
to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 3.7.


 






    49


     


    

 


Unless otherwise specified in or pursuant to this
Indenture or the Securities of any series, if any Security called for redemption shall not be so paid upon surrender thereof for redemption,
the principal and any premium, until paid, shall bear interest from the Redemption Date at the rate prescribed therefor in the Security.


 


Section 11.7 Securities Redeemed
in Part


 


Any Registered Security which is to be redeemed
only in part shall be surrendered at any Office or Agency for such Security (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the same series, containing identical terms and provisions,
of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal amount of the Security so surrendered. If a Global Security is so surrendered, the Company shall execute, and the Trustee
shall authenticate and deliver to or on behalf of the U.S. Depositary or other Depositary for such Global Security as shall be specified
in the Company Order with respect thereto to the Trustee, without service charge, a new Global Security in a denomination equal to and
in exchange for the unredeemed portion of the principal of the Global Security so surrendered.


 


Section 11.8 Repurchases on the
Open Market


 


The Company or any Affiliate of the Company may
at any time or from time to time repurchase any of the Securities in the open market or otherwise. Such Securities may, at the option
of the Company or the relevant Affiliate of the Company, be held, resold or surrendered to the Trustee for cancellation.


 


Article
12


 


SINKING FUNDS


 


Section 12.1 Applicability of Article


 


The provisions of this Article 12 shall be applicable
to any sinking fund for the retirement of Securities of a series, except as otherwise permitted or required in or pursuant to this Indenture
or any Security of such series issued pursuant to this Indenture.


 


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


 


Section 12.2 Satisfaction of Sinking
Fund Payments with Securities


 


The Company may, in satisfaction of all or any
part of any sinking fund payment with respect to the Securities of any series to be made pursuant to the terms of such Securities (1) deliver
Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities in
respect of which cash shall have been released to the Company) and (2) apply as a credit Securities of such series which have been redeemed
either at the election of the Company pursuant to the terms of such series of Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery or credit of Securities of any series in lieu of cash payments pursuant to this Section 12.2, the principal amount of Securities
of such series to be redeemed in order to satisfy the remaining sinking fund payment shall be less than $100,000, the Trustee need not
call Securities of such series for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request
of the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent
upon delivery by the Company to the Trustee of Securities of that series purchased by the Company having an unpaid principal amount equal
to the cash payment requested to be released to the Company.


 






    50


     


    

 


Section 12.3 Redemption of Securities
for Sinking Fund


 


Not less than 60 days (unless otherwise indicated
in the Board Resolution, Officer’s Certificate or supplemental indenture in respect of a particular series of Securities) prior
to each sinking fund payment date for any series of Securities, the Company shall deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting of Securities of that series pursuant to Section 12.2, and the basis for such credit and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so credited
and not theretofore delivered. If such Officer’s Certificate shall specify an optional amount to be added in cash to the next ensuing
mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless
otherwise indicated in the Board Resolution, Officer’s Certificate or supplemental indenture in respect of a particular series of
Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 11.6 and Section 11.7.


 


Article
13


 


REPAYMENT AT THE OPTION OF HOLDERS


 


Section 13.1 Applicability of Article


 


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


 


Article
14



 


SECURITIES IN FOREIGN CURRENCIES


 


Section 14.1 Applicability of Article


 


Whenever this Indenture provides for (i) any action
by, or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities are denominated
in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary pursuant to this
Indenture or the Securities of any particular series, any amount in respect of any Security denominated in a Foreign Currency shall be
treated for any such action or distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis
of exchange and as of the record date with respect to Registered Securities of such series (if any) for such action, determination of
rights or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.


 






    51


     


    

 


Article
15


 


MEETINGS OF HOLDERS OF SECURITIES


 


Section 15.1 Purposes for Which
Meetings May Be Called


 


A meeting of Holders of Securities of any series
may be called at any time and from time to time pursuant to this Article 15 to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by Holders of Securities of such
series.


 


Section 15.2 Call, Notice and Place
of Meetings


 


(1) The
Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 15.1, to be held at
such time and at such place in the Borough of Manhattan, The City of New York as the Trustee may select and as shall be acceptable to
the Company. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and
in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.6, not less than
21 nor more than 180 days prior to the date fixed for the meeting.


 


(2) In
case at any time the Company (by or pursuant to a Board Resolution) or the Holders of at least 25% in principal amount of the Outstanding
Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose
specified in Section 15.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified,
as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in clause (1) of this Section 15.4.


 


Section 15.3 Persons Entitled to
Vote at Meetings


 


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


 


Section 15.4 Quorum; Action


 


The Persons entitled to vote a majority in principal
amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides
may be given by the Holders of a different percentage in principal amount of the Outstanding Securities of a series, the Persons entitled
to vote such percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of
a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 15.2(1),
except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of
the Outstanding Securities of such series which shall constitute a quorum.


 


Except as limited by the proviso to Section 9.2,
any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only
by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however,
that, except as limited by the proviso to Section 9.2, any resolution with respect to any consent or waiver which this Indenture or any
supplemental indenture expressly provides may be given by the Holders of at least 66-2/3% in principal amount of the Outstanding Securities
of a series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only by the
affirmative vote of the Holders of 66-2/3% in principal amount of the Outstanding Securities of that series; and provided, further, that,
except as limited by the proviso to Section 9.2, any resolution with respect to any request, demand, authorization, direction, notice,
consent, waiver or other Act which this Indenture or any supplemental indenture expressly provides may be made, given or taken by the
Holders of a different specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series,
may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote
of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series.


 






    52


     


    

 


Any resolution passed or decision taken at any
meeting of Holders of Securities of any series duly held in accordance with this Section 15.4 shall be binding on all the Holders of Securities
of such series, whether or not such Holders were present or represented at the meeting.


 


Section 15.5 Determination of Voting
Rights; Conduct and Adjournment of Meetings


 


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


 


(2) The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 15.2(2), in which case the Company or the Holders of Securities of the
series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting.


 


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


 


(4) Any
meeting of Holders of Securities of any series duly called pursuant to Section 15.2 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented
at the meeting; and the meeting may be held as so adjourned without further notice.


 


Section 15.6 Counting Votes and
Recording Action of Meetings


 


The vote upon any resolution submitted to any meeting
of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities
of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file with the permanent secretary of the meeting their verified
written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of
Holders of Securities of any series shall be prepared by the permanent secretary of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge
of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 15.2 and,
if applicable, Section 15.4. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting
and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.


 


[Remainder of Page Intentionally
Left Blank]


 






    53


     


    

 


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


 


	 	SOC TELEMED, INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	____________________,	   
	 	as Trustee	 


 


	 	By:	 
	 	 	Name:	 
	 	 	Title: