Exhibit 4.15

 

SOLUNA
HOLDINGS, INC.  


 


 






 

Indenture

 

Dated
as of               , 20

 

Senior
Subordinated Debt Securities


 



     


     


    

 

Certain
Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:

 

	Trust
Indenture Act Section

	 

	Indenture
Section


	§
310(a)(1)

	 

	609


	(a)(2)

	 

	609


	(a)(3)

	 

	Not
Applicable


	(a)(4)

	 

	Not
Applicable


	(a)(5)

	 

	609


	(b)

	 

	608


	§
311(a)

	 

	613


	(b)

	 

	613


	§
312(a)

	 

	701


	(b)

	 

	702


	(c)

	 

	702


	§
313(a)

	 

	703


	(b)

	 

	Article
14, Not Applicable


	(c)

	 

	703


	(d)

	 

	703


	§
314(a)

	 

	704


	(b)

	 

	Article
14, Not Applicable


	(c)

	 

	102


	(d)

	 

	Article
14, Not Applicable


	(e)

	 

	102


	§
315(a)

	 

	601,
603


	(b)

	 

	602


	(c)

	 

	601


	(d)

	 

	601,
603


	(e)

	 

	514


	§
316(a)(1)(A)

	 

	512


	(a)(1)(B)

	 

	513


	(a)(2)

	 

	Not
Applicable


	(b)

	 

	508


	(c)

	 

	104


	§
317(a)(1)

	 

	503


	(a)(2)

	 

	504


	(b)

	 

	1003


	§
318

	 

	107




 

 



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

 



     


     


    

 

TABLE
OF CONTENTS

 

	 

	 

	Page


	ARTICLE
One

	 

	 


	 

	 

	 


	DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

	 

	1


	Section
101 Definitions

	 

	1


	Section
102 Compliance Certificates and Opinions

	 

	6


	Section
103 Form of Documents Delivered to Trustee

	 

	7


	Section
104 Acts of Holders; Record Dates

	 

	7


	Section
105 Notices, Etc., to Trustee and Company

	 

	9


	Section
106 Notice to Holders; Waiver

	 

	9


	Section
107 Conflict with Trust Indenture Act

	 

	10


	Section
108 Effect of Headings and Table of Contents

	 

	10


	Section
109 Successors and Assigns

	 

	10


	Section
110 Separability Clause

	 

	10


	Section
111 Benefits of Indenture

	 

	10


	Section
112 Governing Law

	 

	10


	Section
113 Legal Holidays

	 

	10


	Section
114 Language of Notices, Etc.

	 

	11


	ARTICLE
Two

	 

	 


	 

	 

	 


	SECURITY
FORMS

	 

	11


	Section
201 Forms Generally

	 

	11


	Section
202 Form of Legend for Global Securities

	 

	11


	Section
203 Form of Trustee’s Certificate of Authentication

	 

	12


	Section
204 Securities in Global Form

	 

	12


	ARTICLE
Three

	 

	 


	 

	 

	 


	THE
SECURITIES

	 

	13


	Section
301 Amount Unlimited; Issuable in Series

	 

	13


	Section
302 Denominations

	 

	16


	Section
303 Execution, Authentication, Delivery and Dating

	 

	16


	Section
304 Temporary Securities

	 

	17


	Section
305 Registration, Registration of Transfer and Exchange

	 

	17


	Section
306 Mutilated, Destroyed, Lost and Stolen Securities

	 

	19


	Section
307 Payment of Interest; Interest Rights Preserved

	 

	19


	Section
308 Persons Deemed Owners

	 

	20


	Section
309 Cancellation

	 

	20


	Section
310 Computation of Interest

	 

	21


	Section
311 CUSIP Numbers

	 

	21




 



    i


     


    

 

	ARTICLE
Four

	 

	 


	 

	 

	 


	SATISFACTION
AND DISCHARGE

	 

	21


	Section
401 Satisfaction and Discharge of Indenture

	 

	21


	Section
402 Application of Trust Money

	 

	22


	ARTICLE
Five

	 

	 


	 

	 

	 


	REMEDIES

	 

	23


	Section
501 Events of Default

	 

	23


	Section
502 Acceleration of Maturity; Rescission and Annulment

	 

	23


	Section
503 Collection of Indebtedness and Suits for Enforcement by Trustee

	 

	24


	Section
504 Trustee May File Proofs of Claim

	 

	25


	Section
505 Trustee May Enforce Claims Without Possession of Securities

	 

	25


	Section
506 Application of Money Collected

	 

	25


	Section
507 Limitation on Suits

	 

	26


	Section
508 Unconditional Right of Holders to Receive Principal, Premium and Interest

	 

	26


	Section
509 Restoration of Rights and Remedies

	 

	26


	Section
510 Rights and Remedies Cumulative

	 

	27


	Section
511 Delay or Omission Not Waiver

	 

	27


	Section
512 Control by Holders

	 

	27


	Section
513 Waiver of Past Defaults

	 

	27


	Section
514 Undertaking for Costs

	 

	28


	Section
515 Waiver of Usury, Stay or Extension Laws

	 

	28


	ARTICLE
Six

	 

	 


	 

	 

	 


	THE
TRUSTEE

	 

	28


	Section
601 Certain Duties and Responsibilities

	 

	28


	Section
602 Notice of Defaults

	 

	28


	Section
603 Certain Rights of Trustee

	 

	28


	Section
604 Not Responsible for Recitals or Issuance of Securities

	 

	29


	Section
605 May Hold Securities

	 

	30


	Section
606 Money Held in Trust

	 

	30


	Section
607 Compensation and Reimbursement

	 

	30


	Section
608 Conflicting Interests

	 

	30


	Section
609 Corporate Trustee Required; Eligibility

	 

	31


	Section
610 Resignation and Removal; Appointment of Successor

	 

	31


	Section
611 Acceptance of Appointment by Successor

	 

	32


	Section
612 Merger, Conversion, Consolidation or Succession to Business

	 

	33


	Section
613 Preferential Collection of Claims Against Company

	 

	33


	Section
614 Appointment of Authenticating Agent

	 

	33


	Section
615 Rules by Trustee

	 

	35




 



    ii


     


    

 

	ARTICLE
Seven

	 

	 


	 

	 

	 


	HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 

	35


	Section
701 Company to Furnish Trustee Names and Addresses of Holders

	 

	35


	Section
702 Preservation of Information; Communications to Holders

	 

	36


	Section
703 Reports by Trustee

	 

	36


	Section
704 Reports by Company

	 

	36


	ARTICLE
Eight

	 

	 


	 

	 

	 


	CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

	 

	36


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

	 

	36


	Section
802 Successor Substituted

	 

	37


	ARTICLE
Nine

	 

	 


	 

	 

	 


	SUPPLEMENTAL
INDENTURES

	 

	37


	Section
901 Supplemental Indentures Without Consent of Holders

	 

	37


	Section
902 Supplemental Indentures With Consent of Holders

	 

	39


	Section
903 Execution of Supplemental Indentures

	 

	39


	Section
904 Effect of Supplemental Indentures

	 

	40


	Section
905 Conformity with Trust Indenture Act

	 

	40


	Section
906 Reference in Securities to Supplemental Indentures

	 

	40


	ARTICLE
Ten

	 

	 


	 

	 

	 


	COVENANTS

	 

	40


	Section
1001 Payment of Principal, Premium and Interest

	 

	40


	Section
1002 Maintenance of Office or Agency

	 

	40


	Section
1003 Money for Securities Payments to Be Held in Trust

	 

	41


	Section
1004 Statement by Officers as to Default

	 

	41


	Section
1005 Existence

	 

	42


	Section
1006 Waiver of Certain Covenants

	 

	42


	ARTICLE
Eleven

	 

	 


	 

	 

	 


	REDEMPTION
OF SECURITIES

	 

	42


	Section
1101 Applicability of Article

	 

	42


	Section
1102 Election to Redeem; Notice to Trustee

	 

	42


	Section
1103 Selection by Trustee of Securities to Be Redeemed

	 

	42


	Section
1104 Notice of Redemption

	 

	43


	Section
1105 Deposit of Redemption Price

	 

	44


	Section
1106 Securities Payable on Redemption Date

	 

	44


	Section
1107 Securities Redeemed in Part

	 

	45




 



    iii


     


    

 

	ARTICLE
Twelve

	 

	 


	 

	 

	 


	SINKING
FUNDS

	 

	45


	Section
1201 Applicability of Article

	 

	45


	Section
1202 Satisfaction of Sinking Fund Payments with Securities

	 

	45


	Section
1203 Redemption of Securities for Sinking Fund

	 

	45


	ARTICLE
Thirteen

	 

	 


	 

	 

	 


	DEFEASANCE
AND COVENANT DEFEASANCE

	 

	46


	Section
1301 Company’s Option to Effect Defeasance or Covenant Defeasance

	 

	46


	Section
1302 Defeasance and Discharge

	 

	46


	Section
1303 Covenant Defeasance

	 

	46


	Section
1304 Conditions to Defeasance or Covenant Defeasance

	 

	47


	Section
1305 Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions

	 

	48


	Section
1306 Reinstatement

	 

	49


	ARTICLE
Fourteen

	 

	 


	 

	 

	 


	SUBORDINATION
OF SECURITIES

	 

	49


	 

	 

	 


	ARTICLE
Fifteen

	 

	 


	 

	 

	 


	GUARANTEES

	 

	49




 



    iv


     


    

 

INDENTURE,
dated as of                             , 20 
      between Soluna Holdings, Inc., a corporation organized and existing under the laws of the State of Nevada
(herein called the “Company”), having its principal office at 325 Washington Avenue Extension, Albany, New York 12206,
and                    , a national banking organization organized and existing under the laws of the United States, as Trustee (herein called the
“Trustee”).

 

RECITALS
OF THE COMPANY

 

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

 

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

 

NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

 

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

 

ARTICLE
One


 


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

 

Section
101  Definitions

 

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

 

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

 

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

 

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

 

(d)         unless
otherwise specifically set forth herein, all calculations or determinations of a Person shall be performed or made on a consolidated
basis in accordance with generally accepted accounting principles;

 

(e)         unless
the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a
Section, as the case may be, of this Indenture; and

 

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

 



     


     


    

 

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

 

“Act,”
when used with respect to any Holder, has the meaning specified in Section 104.

 

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

 

“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

 

“Authorized
Newspaper” means a newspaper, in the English language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays or holidays, 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 Business Day.

 

“Bankruptcy
Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law
relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment
to, succession to or change in any such law.

 

“Board”
means either the board of directors of the Company or any duly authorized committee of that board.

 

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

 

“Business
Day,” when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

 

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

 

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

 

“Company
Request” or “Company Order” means a written request or order signed in the name of the Company by its Chief
Executive Officer, its Chief Operating Officer, its Chief Financial Officer, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.

 



     2


     


    

 

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

 

“corporation”
means a corporation, association, partnership, limited liability, joint-stock or other company, real estate investment trust or
business trust.

 

“Covenant
Defeasance” has the meaning specified in Section 1303.

 

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

 

“Defaulted
Interest” has the meaning specified in Section 307.

 

“Defeasance”
has the meaning specified in Section 1302.

 

“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section
301.

 

“Event
of Default” has the meaning specified in Section 501.

 

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

 

“Expiration
Date” has the meaning specified in Section 104.

 

“Global
Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in
Section 202 (or such legend as may be specified as contemplated by Section 301 for such Securities).

 

“Government
Obligation” has the meaning specified in Section 1304.

 

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

 

“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this
instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of
particular series of Securities established as contemplated by Section 301.

 

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

 

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

 

“Issue
Date” means the date of initial issuance of the Securities pursuant to this Indenture.

 



     3


     


    

 

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

 

“Notice
of Default” means a written notice of the kind specified in Section 501(d).

 

“Officer’s
Certificate” means a certificate signed on behalf of the Company by the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer, the Controller, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee.

 

“Opinion
of Counsel” means a written opinion of legal counsel addressed to the Trustee. The counsel may be an employee of or counsel
to the Company or any Affiliate.

 

“Original
Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

 

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

 

(i)         Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

 

(ii)        Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

 

(iii)       Securities
as to which Defeasance has been effected pursuant to Section 1302 or satisfaction and discharge has been effected pursuant to
Article Four; and

 

(iv)       Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;

 

provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, or whether
a quorum is present at a meeting of Holders of Securities, (A) the principal amount of an Original Issue Discount Security which
shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed
to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a
Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the
U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount
of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in
such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action,
or upon any such determination as to the presence of a quorum, only Securities that a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor.

 



     4


     


    

 

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

 

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

 

“Place
of Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and
any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301.

 

“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.

 

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

 

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

 

“Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 301.

 

“Responsible
Officer,” when used with respect to the Trustee, means the chairman or any vice-chairman of the board of directors, the
chairman or any vice-chairman of the executive committee of the board of directors, the chairman of the trust committee, the president,
any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge
of and familiarity with the particular subject and who shall have responsibility for the administration of this Indenture.

 

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

 



     5


     


    

 

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

 

“Security
Register” and “Security Registrar” have the respective meanings specified in Section 305.

 

“Senior
Debt” has the meaning specified in Article Fourteen.

 

“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

 

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

 

“Subsidiary”
means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or
by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition,
“voting stock” means the equity interest that ordinarily has voting power for the election of directors, managers
or trustees of an entity, or persons performing similar functions, whether at all times or only so long as no senior class of
equity interest has such voting power by reason of any contingency.

 

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

 

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

 

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

 

Section
102 Compliance Certificates and Opinions

 

Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate
or opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer of the Company, or an Opinion
of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements
set forth in this Indenture.

 

Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,

 

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

 



     6


     


    

 

(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, such individual has made such examination or investigation as is necessary
to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 

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

 

Section
103 Form of Documents Delivered to Trustee

 

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

 

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

 

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

 

Section
104 Acts of Holders; Record Dates

 

Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to
be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this Section.

 

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

 



     7


     


    

 

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

 

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

 

The
Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders of Securities of such series; provided, that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether
or not such Holders remain Holders after such record date; provided, that no such action shall be effective hereunder unless taken
on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series
on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its
own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

 

The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(b) or (iv) any direction referred to in Section 512,
in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders
of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders after such record date; provided, that no such action
shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent
the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date
is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of
the relevant series in the manner set forth in Section 106.


 



     8


     


    

 

With
respect to any record date set pursuant to this Section, the party hereto that sets such record date may designate any day as
the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that
no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party in writing, and
to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto that
sets such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.

 

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

 

Section
105 Notices, Etc., to Trustee and Company

 

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

 

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

 

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

 

Section
106 Notice to Holders; Waiver

 

Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such
Holder as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. Notwithstanding any other provision of this Indenture or any Security of any
series other than a provision that expressly states that this paragraph is not applicable to the Securities of such series, when
this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder of Securities
in global form (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Security
(or its designee) pursuant to the customary procedures of such Depositary. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived
in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent
of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such waiver.

 



     9


     


    

 

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

 

Section
107 Conflict with Trust Indenture Act

 

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

 

Section
108 Effect of Headings and Table of Contents

 

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

 

Section
109 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
110 Separability Clause

 

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

 

Section
111 Benefits of Indenture

 

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

 

Section
112 Governing Law

 

This
Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York.

 

Section
113 Legal Holidays

 

In
any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of
any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at
the Stated Maturity.

 



     10


     


    

 

Section
114 Language of Notices, Etc.

 

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

 

ARTICLE
Two


 


SECURITY
FORMS

 

Section
201 Forms Generally

 

The
Securities of each series shall be in substantially the forms set forth in Exhibit A hereto or in such other form (including temporary
or permanent global form) as shall be established by or pursuant to a Board Resolution or in one or more Officer’s Certificates
or indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or
as may, consistently herewith, be determined by the officers executing such Securities as evidenced by their execution thereof.
If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities
(or any such temporary global Security).

 

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

 

Section
202 Form of Legend for Global Securities

 

Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:

 

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

 

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

 



     11


     


    

 

Section
203 Form of Trustee’s Certificate of Authentication

 

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

 

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

 

	 

	 

	 


	 

	As
Trustee


	 

	 

	 


	 

	By 

	 


	 

	 

	Authorized
Signatory




 

Section
204 Securities in Global Form.

 

If
Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding
clause (i) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities
of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease
in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions
given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant
to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, 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 303 or Section 304 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.

 

The
provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security
was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written
instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last
sentence of Section 303.

 

Notwithstanding
the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium
and interest on any Security in permanent global form shall be made to the Person or Persons specified therein.

 



     12


     


    

 

ARTICLE
Three


 


THE
SECURITIES

 

Section
301 Amount Unlimited; Issuable in Series

 

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

 

The
Securities may be issued in one or more series. There shall be either (i) established in or pursuant to a Board Resolution and,
subject to Section 303, set forth, or determined in the manner provided, in an Officer’s Certificate, or (ii) established
in one or more Officer’s Certificates or indentures supplemental hereto, prior to the issuance of Securities of any series,

 

(a)          the
title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series,
except to the extent that additional Securities of an existing series are being issued);

 

(b)          any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant
to Section 303, are deemed never to have been authenticated and delivered hereunder);

 

(c)          the
Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest and
the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will
be paid if other than in the manner provided in Section 304;

 

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

 

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

 

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

 

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

 

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

 

(i)           if
other than minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which Securities
of such series shall be issuable;

 



     13


     


    

 

(j)          whether
the amount of payments of principal, premium, if any, or interest, if any, on the Securities of the series may be determined with
reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more
interest rate, currency, commodity, equity or other indices), and the manner in which such amounts shall be determined;

 

(k)         the
currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on any
Securities of the series shall be payable, if other than the currency of the United States of America, and the manner of determining
the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding”
in Section 101;

 

(l)          if
the principal of and any premium and interest on the Securities of the series are to be payable, at the election of the Company
or a Holder thereof, in a currency or currencies, including composite currencies, other than that or those in which the Securities
are stated to be payable, the currency or currencies in which payment of the principal of and any premium and interest on Securities
of such series as to which such election is made shall be payable, the periods within which and the terms and conditions upon
which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

 

(m)        if
other than the principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 502;

 

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

 

(o)         any
addition to or change in the provisions related to satisfaction and discharge in Article Four or defeasance in Article Thirteen,
or the inapplicability of such Articles or provisions therein to the Securities of such series;

 

(p)         if
applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more temporary or permanent
Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 202 and any circumstances
in addition to or in lieu of those set forth in clause (a) of the last paragraph of Section 305 in which any such Global Security
may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may
be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

 

(q)         any
addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the
Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section
502;

 

(r)          any
addition to or change in the provisions set forth in Article Ten which applies to Securities of the series;

 

(s)          if
applicable, that the Securities of the series are convertible into or exchangeable for any securities of any Person (including
the Company), the period or periods within which, the price or prices at which and the terms and conditions upon which, and the
limitations and restrictions, if any, upon which, any Securities of the series shall be so convertible or exchangeable, and any
additions or changes to this Indenture, if any, to permit or facilitate such conversion or exchange;

 



     14


     


    

 

(t)           the
place or places where any Securities of the series may be surrendered for registration of transfer, where Securities of the series
may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion
or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of the series and
this Indenture may be served;

 

(u)          the
form of the Securities of such series;

 

(v)          whether
the Securities of such series are to be issued as Original Issue Discount Securities and the amount of discount with which such
Securities may be issued;

 

(w)         the
guarantors, if any, of the Securities of such series, and the form and terms of the guarantees (including provisions relating
to seniority or subordination of such guarantees and the release of the guarantors), if any, of any payment or other obligations
on such Securities and any additions or changes to this Indenture to permit or facilitate guarantees of such Securities;

 

(x)          whether
the Securities of such series are subject to subordination and the terms of such subordination;

 

(y)          if
any payment or other obligations on Securities of such series are to be secured by any property, the nature of such security and
provisions related thereto;

 

(z)          any
restriction or condition on the transferability of the Securities of such series;

 

(aa)        any
addition or change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such
series;

 

(bb)        whether
and in what circumstances, and the currency in which, the Company will pay additional amounts to any Holder of Securities of the
series that is not a United States Person (including the definition of that term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts
(and the terms of any such option);

 

(cc)        provisions,
if any, granting special rights to Holders of Securities of such series upon the occurrence of specified events;

 

(dd)        any
addition or change in the provisions related to supplemental indentures set forth in Sections 901, 902 and 904 which applies to
Securities of such series;

 

(ee)        any
modification to the subordination provisions set forth in Article Fourteen which applies to the Securities of such series; and

 

(ff)         any
other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of the Trust Indenture
Act, but may modify, amend, supplement or delete any of the terms of this Indenture with respect to such series).

 

All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided
in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided,
in the Officer’s Certificate referred to above or in any such indenture supplemental hereto.

 



     15


     


    

 

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

 

Section
302 Denominations

 

Unless
otherwise provided as contemplated by Section 301 with respect to the Securities of any series, any Securities of such series,
other than Securities issued in global form (which may be of any denomination), shall be issuable in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof.

 

Section
303 Execution, Authentication, Delivery and Dating

 

The
Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President,
one of its Vice Presidents or its Treasurer. The signature of any of these officers on the Securities may be manual or facsimile.

 

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

 

At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of
such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the forms
or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

 

(a)          if
the forms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 201, that such forms
have been established in conformity with the provisions of this Indenture;

 

(b)          if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms
have been established in conformity with the provisions of this Indenture; and

 

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

 



     16


     


    

 

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

 

Notwithstanding
the provisions of Section 301 and of the two preceding paragraphs, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 301 or
the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraphs at or prior to the authentication
of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

 

Each
Security shall be dated the date of its authentication.

 

No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309, 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
304 Temporary Securities

 

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

 

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

 

Section
305 Registration, Registration of Transfer and Exchange

 

The
Company shall cause to be kept at an office or agency to be maintained by the Company in accordance with Section 1002 a register
(being the combined register of the Security Registrar and all transfer agents designated pursuant to Section 1002 for the purpose
of registration of transfer of Securities and sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and the
registration of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.

 



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Upon
surrender for registration of transfer of any Security of a series at the office or agency of the Company maintained pursuant
to Section 1002 for such purpose in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount.

 

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

 

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

 

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

 

No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer
or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

 

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

 

The
provisions of clauses (a), (b) and (c) below shall apply only to Global Securities:

 

(a)          Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and
no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for
such Global Security or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable
to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered under the Exchange Act
and, in the case of each of (A) and (B), a successor Depositary is not appointed by the Company within 90 days after such notice
is received by the Company or the Company becomes aware of such cessation, respectively, (ii) there shall have occurred and be
continuing an Event of Default with respect to such Global Security and the Security Registrar has received a written request
from an owner of a beneficial interest in such Global Security to receive registered securities or (iii) there shall exist such
circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section
301.

 

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

 



     18


     


    

 

(c)          Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or
any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

 

Section
306 Mutilated, Destroyed, Lost and Stolen Securities

 

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

 

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

 

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

 

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

 

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

 

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

 

Section
307 Payment of Interest; Interest Rights Preserved

 

Except
as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which
is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest.

 



     19


     


    

 

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

 

(a)          The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not
more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106,
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (b).

 

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

 

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

 

Section
308 Persons Deemed Owners

 

Prior
to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment
of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall
be affected by notice to the contrary.

 

Section
309 Cancellation

 

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

 



     20


     


    

 

Section
310 Computation of Interest

 

Except
as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

 

Section
311 CUSIP Numbers

 

The
Company, in issuing the Securities, may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall
use such “CUSIP” 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 notify the Trustee of
any change in “CUSIP” numbers.

 

ARTICLE
Four


 


SATISFACTION
AND DISCHARGE

 

Section
401 Satisfaction and Discharge of Indenture

 

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

 

(a)          either

 

(i)           all
Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (B) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for cancellation; or

 

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

 

(A)          have
become due and payable, or

 

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

 



     21


     


    

 

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

 

and
the Company, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; provided that
with respect to a Redemption Date, if all or a portion of the Redemption Price is based on or consists of a redemption premium
that is required to be calculated based on a treasury rate or other floating or adjustable rate a specified number of days prior
to the redemption date, the Redemption Price deposited shall be sufficient for purposes of this paragraph to the extent that the
Redemption Price so deposited is calculated using an amount equal to such premium computed using such treasury rate or other floating
or adjustable rate as of such specified number of days preceding the date of such deposit;

 

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

 

(c)          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 have been complied with.

 

Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant
to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive such satisfaction and discharge.

 

Section
402 Application of Trust Money

 

Subject
to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be
held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the
Trustee. Money deposited pursuant to this Section not in violation of this Indenture shall not be subject to claims of the Holders
of Senior Debt under Article Fourteen.

 



     22


     


    

 

ARTICLE
Five


 


REMEDIES

 

Section
501 Events of Default

 

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

 

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

 

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

 

(c)          default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series and continuance of such
default for a period of 30 days; or

 

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

 

(e)          the
Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of
an order for relief against it in an involuntary case, or (iii) consents to the appointment of a Custodian of it or for all or
substantially all of its property; or

 

(f)          a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company
in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders
the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 days; or

 

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

 

Section
502 Acceleration of Maturity; Rescission and Annulment

 

If
an Event of Default (other than an Event of Default specified in Section 501(e) or 501(f)) with respect to Securities of any series
at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than a majority
of the principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount
of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable. If an Event of Default specified in clause (e) or (f) of Section 501 with respect to Securities
of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified
by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder,
become immediately due and payable.

 



     23


     


    

 

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

 

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

 

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

 

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

 

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

 

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

 

(b)        all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

 

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

 

Section
503 Collection of Indebtedness and Suits for Enforcement by Trustee

 

The
Company covenants that if

 

(a)        default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for
a period of 30 days, or

 

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

 

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

 



     24


     


    

 

Section
504 Trustee May File Proofs of Claim

 

In
case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors,
the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized
under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular,
the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 607.

 

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

 

Section
505 Trustee May Enforce Claims Without Possession of Securities

 

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

 

Section
506 Application of Money Collected

 

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

 

FIRST:
To the payment of all amounts due the Trustee under Section 607;

 

SECOND:
To the extent provided in Article Fourteen, to the holders of the Senior Debt of the Company in accordance with Article Fourteen;

 

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

 



     25


     


    

 

FOURTH:
To the Company.

 

Section
507 Limitation on Suits

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Section
508 Unconditional Right of Holders to Receive Principal, Premium and Interest

 

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

 

Section
509 Restoration of Rights and Remedies

 

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

 



     26


     


    

 

Section
510 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 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.

 

Section
511 Delay or Omission Not Waiver

 

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

 

Section
512 Control by Holders

 

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

 

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

 

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

 

Section
513 Waiver of Past Defaults

 

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

 

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

 

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

 

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

 



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Section
514 Undertaking for Costs

 

In
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs
of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company.

 

Section
515 Waiver of Usury, Stay or Extension Laws

 

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

 

ARTICLE
Six


 


THE
TRUSTEE

 

Section
601 Certain Duties and Responsibilities

 

The
duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. 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, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it. 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.

 

Section
602 Notice of Defaults

 

If
a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such
series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of
any default of the character specified in clause (d) of Section 501 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 which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities
of such series.

 

Section
603 Certain Rights of Trustee

 

Subject
to the provisions of Section 601:

 

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

 



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(b)          any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and
any resolution of the Board shall be sufficiently evidenced by a Board Resolution;

 

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

 

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

 

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

 

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

 

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

 

(h)          the
Trustee shall not be liable for any action taken, suffered, or omitted to be taken 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;

 

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

 

(j)          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
and the Person employed to act hereunder.

 

Section
604 Not Responsible for Recitals or Issuance of Securities

 

The
recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

 



     29


     


    

 

Section
605 May Hold Securities

 

The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.

 

Section
606 Money Held in Trust

 

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

 

Section
607 Compensation and Reimbursement

 

The
Company agrees

 

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

 

(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 (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to its negligence or bad faith; and

 

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

 

Section
608 Conflicting Interests

 

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.

 



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Section
609 Corporate Trustee Required; Eligibility

 

There
shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture
Act to act as such, and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of
this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

 

Section
610 Resignation and Removal; Appointment of Successor

 

No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

 

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 611 shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.

 

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

 

If
at any time:

 

(1)          the
Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or

 

(2)          the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or
by any such Holder, or

 

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

 

then,
in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject
to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.

 



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If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section
611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, 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 of such series and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of such Holder 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.

 

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 106. 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.

 

Section
611 Acceptance of Appointment by Successor

 

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

 

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

 



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Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph,
as the case may be.

 

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

 

Section
612 Merger, Conversion, Consolidation or Succession to Business

 

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

 

If
and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall
be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other
obligor). For purposes of Section 311(b)(4) and (6) of the Trust Indenture Act:

 

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

 

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

 

Section
614 Appointment of Authenticating Agent

 

The
Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration
of transfer or partial redemption thereof or pursuant to Section 306, 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. Any
such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of
such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and
shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

 



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

 

An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and
to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106
to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

 

The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section,
and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.

 



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

 

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

 

	 

	 

	 


	 

	As
Trustee


	 

	 

	 


	 

	 

	 


	 

	As
Authenticating Agent


	 

	 

	 


	 

	By 

	 


	 

	 	Authorized
Signatory




 

If
all of the Securities of a 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 the Company in writing (which writing need
not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section
an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

 

Section
615 Rules by Trustee

 

The
Trustee may make reasonable rules for any Act of Holders or a meeting of Holders of one or more series of Securities.

 

ARTICLE
Seven
 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY

 

Section
701 Company to Furnish Trustee Names and Addresses of Holders

 

The
Company will furnish or cause to be furnished to the Trustee

 

(a)          semi-annually,
not later than 15 days after each Regular Record Date or in the case of any series of Securities on which semi-annual interest
is not payable, not more than 15 days after such semi-annual dates specified by the Trustee, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities of each series as of the Regular Record Date or
such semi-annual date, as the case may be, and

 

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

 

excluding
from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

 



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Section
702 Preservation of Information; Communications to Holders

 

The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee
in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt
of a new list so furnished.

 

The
rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities,
and the corresponding rights and privileges of the Trustee, shall be as provided by 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 nor
the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act.

 

Section
703 Reports by Trustee

 

The
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

 

A
copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange
upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities
are listed on or delisted from any stock exchange.

 

Section
704 Reports by Company

 

The
Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant
thereto; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section
13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with
the Commission.

 

ARTICLE
Eight


 


CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

 

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

 

The
Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its
properties and assets to any Person (other than a direct or indirect wholly owned subsidiary of the Company), and the Company
shall not permit any Person (other than a direct or indirect wholly owned subsidiary of the Company) to consolidate with or merge
into the Company, unless:

 

(a)          The
Company is the surviving corporation (as defined herein) or, in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, the Person formed by
such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases,
all or substantially all of the properties and assets of the Company shall be a corporation (as so defined) organized and validly
existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant
of this Indenture on the part of the Company to be performed or observed;

 



     36


     


    

 

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

 

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

 

Section
802 Successor Substituted

 

Upon
any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of
all or substantially all of the properties and assets of the Company in accordance with Section 801, the successor Person formed
by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

 

ARTICLE
Nine


 


SUPPLEMENTAL
INDENTURES

 

Section
901 Supplemental Indentures Without Consent of Holders

 

Without
the consent of any Holders, the Company, when authorized by 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:

 

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

 

(b)          to
add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are
to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

 



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(c)          to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series); or

 

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

 

(e)          to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that
any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such
Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding; or

 

(f)           to
add guarantees of or to secure all or any series of the Securities; or

 

(g)          to
establish the forms or terms of Securities of any series as permitted by Sections 201 and 301; or

 

(h)          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 611; or

 

(i)           to
cure any ambiguity, to correct or supplement any provision contained herein or in any indenture supplemental hereto which may
be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms
hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such
Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time
of initial sale thereof; or

 

(j)           to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
(whether legal or covenant defeasance) or satisfaction and discharge of any series of Securities; provided that any such action
shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any
material respect; or

 

(k)          to
prohibit the authentication and delivery of additional series of Securities; or

 

(l)           to
add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments
to the Trust Indenture Act;

 

(m)         to
comply with the rules of any applicable Depositary; or

 

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

 



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Section
902 Supplemental Indentures With Consent of Holders

 

With
the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized
by 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; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby,

 

(a)          change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security
or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

 

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

 

(c)          modify
any of the provisions of this Section, Section 513 or Section 1006, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect
to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1006, or the deletion
of this proviso, in accordance with the requirements of Section 611 and clause (h) of Section 901.

 

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

 

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

 

Section
903 Execution of Supplemental Indentures

 

In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall
be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

 



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Section
904 Effect of Supplemental Indentures

 

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

 

Section
905 Conformity with Trust Indenture Act

 

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

 

Section
906 Reference in Securities to Supplemental Indentures

 

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

 

ARTICLE
Ten


 


COVENANTS

 

Section
1001 Payment of Principal, Premium and Interest

 

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

 

Section
1002 Maintenance of Office or Agency

 

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

 

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

 



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Section
1003 Money for Securities Payments to Be Held in Trust

 

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

 

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

 

The
Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying
Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance
of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect
of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust
by such Paying Agent for payment in respect of the Securities of that series.

 

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

 

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

 

Section
1004 Statement by Officers as to Default

 

The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof,
an Officer’s Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default
in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period
of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and
the nature and status thereof of which they may have knowledge.

 



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Section
1005 Existence

 

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

 

Section
1006 Waiver of Certain Covenants

 

Except
as otherwise specified as contemplated by Section 301 for Securities of such series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided
pursuant to clause (r) of Section 301 or clause (b) or (g) of Section 901 for the benefit of the Holders of such series or in
Section 1005, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except
to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties
of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

 

ARTICLE
Eleven


 


REDEMPTION
OF SECURITIES

 

Section
1101 Applicability of Article

 

Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.

 

Section
1102 Election to Redeem; Notice to Trustee

 

The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of
any series (including any such redemption affecting only a single Security), 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, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities
to be redeemed (unless all of the Securities of a specified tenor are to be redeemed). In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.

 

Section
1103 Selection by Trustee of Securities to Be Redeemed

 

If
less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor
are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem appropriate and which may provide for the selection
for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days (subject to
Section 1104) prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.

 



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

 

The
provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether
such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the
principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security.

 

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

 

Section
1104 Notice of Redemption

 

Notice
of redemption shall be given in the manner provided in Section 106 to the Holders of Securities to be redeemed not less than 30
nor more than 60 days prior to the Redemption Date, except that any notice of redemption may be given more than 60 days prior
to a Redemption Date if the notice is issued in connection with a Defeasance of Securities pursuant to Article Thirteen hereof
or a satisfaction and discharge of this Indenture pursuant to Article Four hereof. In connection with any redemption of Securities,
any such redemption may, at the Company’s discretion, be subject to satisfaction of one or more conditions precedent. In
addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that,
in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied
(or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event
that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption
Date, or by the Redemption Date so delayed.

 

All
notices of redemption shall state:

 

(a)          the
Redemption Date,

 

(b)          the
Redemption Price,

 

(c)          if
less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed
and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed,

 



     43


     


    

 

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

 

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

 

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

 

(g)          the
applicable “CUSIP” numbers, if any, and

 

(h)          if
applicable, that such redemption may be subject to satisfaction of one or more conditions precedent.

 

A
notice of redemption published as contemplated by Section 106 need not identify the particular Registered Securities to be redeemed.

 

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

 

Section
1105 Deposit of Redemption Price

 

Prior
to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

 

Section
1106 Securities Payable on Redemption Date

 

Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

 

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

 



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Section
1107 Securities Redeemed in Part

 

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

 

ARTICLE
Twelve


 


SINKING
FUNDS

 

Section
1201 Applicability of Article

 

The
provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities.

 

The
minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is
herein referred to as an “optional sinking fund payment.” If provided for by the terms of any Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in Section 1202.

 

Each
sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.

 

Section
1202 Satisfaction of Sinking Fund Payments with Securities

 

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

 

Section
1203 Redemption of Securities for Sinking Fund

 

Not
less than 30 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities,
the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied
by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered.
Not less than 15 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 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 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

 



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ARTICLE
Thirteen


 


DEFEASANCE
AND COVENANT DEFEASANCE

 

Section
1301 Company’s Option to Effect Defeasance or Covenant Defeasance

 

The
Company may, at its option, at any time, elect to have either Section 1302 or Section 1303 applied to any Securities or any series
of Securities, as the case may be, upon compliance with the conditions set forth below in this Article.

 

Section
1302 Defeasance and Discharge

 

Upon
the Company’s exercise under Section 1301 hereof of the option to have this Section 1302 applied to any Securities or any
series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and the provisions
of Article Fourteen shall cease to be effective, with respect to such Outstanding Securities on the date the conditions set forth
in Section 1304 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 Securities and to have satisfied all its
other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities to receive, solely from the trust fund
described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium
and interest on such Securities when such payments are due, (b) the Company’s obligations with respect to such Securities
under Sections 304, 305, 306, 1002 and 1003, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(d) this Article. Subject to compliance with this Article, the Company may exercise its option under this Section 1302 notwithstanding
the prior exercise of its option under Section 1303.

 

Section
1303 Covenant Defeasance

 

Upon
the Company’s exercise of the option to have this Section 1303 applied to any Securities or any series of Securities, as
the case may be, (a) the Company shall be released from its obligations with respect to such Securities under Section 801, Section
1005 and Section 1006 and any covenants provided pursuant to clause (r) of Section 301 or clause (b) or (g) of Section 901 for
the benefit of the Holders of such Securities, (b) the occurrence of any event specified in clause (c), (d) (with respect to any
of Section 801, Section 1005 or Section 1006 and any such covenants provided pursuant to clause (r) of Section 301 or clause (b)
or (g) of Section 901) or (g) of Section 501 shall not be deemed to be an Event of Default , and (c) the provisions of Article
Fourteen shall cease to be effective, on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter
“Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such 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
Section or Article, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Article
or by reason of any reference in any such Section or Article to any other provision herein or in any other document, but the remainder
of this Indenture and such Securities shall be unaffected thereby.

 



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Section
1304 Conditions to Defeasance or Covenant Defeasance

 

The
following shall be the conditions to the application of either Section 1302 or Section 1303, as applicable, to any Securities
or any series of Securities, as the case may be:

 

(a)          The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this Article 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, (i) money in an amount, or (ii) Government Obligations 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, money in an amount, or (iii) a combination thereof, in each case sufficient to pay and discharge, and which shall
be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of, and any premium (if any)
and interest on, such Securities on the respective Stated Maturities or the applicable Redemption Date, in accordance with the
terms of this Indenture and such Securities; provided that with respect to a Redemption Date, if all or a portion of the Redemption
Price is based on or consists of a redemption premium that is required to be calculated based on a treasury rate or other floating
or adjustable rate a specified number of days prior to the redemption date, the Redemption Price deposited shall be sufficient
for purposes of the immediately preceding sentence to the extent that the Redemption Price so deposited is calculated using an
amount equal to such premium computed using such treasury rate or other floating or adjustable rate as of such specified number
of days preceding the date of such deposit. As used herein, “Government Obligations” means, with respect to any series
of Securities, securities that are (x) direct obligations of the government that issued the currency in which such series is denominated
(or, if such series is denominated in euros, the direct obligations of any government that is a member of the European Monetary
Union) for the payment of which such government’s full faith and credit is pledged or (y) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of such government the payment of which is unconditionally guaranteed
as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option
of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any Government Obligation where the relevant government is the United States of America or a
specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder
of such 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 depository receipt from any amount received by the custodian in respect of such Government
Obligation or the specific payment of principal of or interest on such Government Obligation evidenced by such depository receipt.

 

(b)          In
the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the applicable
Federal income tax law, in either case (i) or (ii) to the effect that the Holders of the Outstanding Securities of such series
will not recognize gain or loss for Federal income tax purposes as a result of such deposit, Defeasance and discharge and will
be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge had not occurred.

 

(c)          In
the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such
series will not recognize gain or loss for Federal income tax purposes as a result of such deposit and Covenant Defeasance and
will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such
deposit and Covenant Defeasance had not occurred.

 



     47


     


    

 

(d)          No
Event of Default with respect to the Securities of such series shall have occurred and be continuing at the time of such deposit
(other than an Event of Default resulting from transactions occurring contemporaneously with the borrowing of funds, or the borrowing
of funds, to be applied to such deposit or other indebtedness which is being repaid, repurchased, redeemed, defeased (whether
legal or covenant defeasance) or discharged, and, in each case, the granting of liens in connection therewith).

 

(e)          Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement
or instrument (other than this Indenture or any agreement or instrument governing any other indebtedness which is being repaid,
repurchased, redeemed, defeased (whether legal or covenant defeasance) or discharged) to which the Company is a party or by which
the Company is bound.

 

(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 the Covenant Defeasance have been satisfied.

 

The
Defeasance or Covenant Defeasance will be effective on the day on which all of the applicable conditions above have been satisfied.
Upon satisfaction of such conditions, the Trustee shall, upon written request, execute proper instrument(s) acknowledging such
Defeasance or Covenant Defeasance.

 

Section
1305 Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions

 

Subject
to the provisions of the last paragraph of Section 1003, all money and Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and
any such other trustee are referred to collectively, for purposes of this Section 1305, as the “Trustee”) pursuant
to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become
due thereon in respect of principal and premium (if any) and interest, but such money need not be segregated from other funds
except to the extent required by law.

 

The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of Outstanding Securities.

 

Anything
in this Article Thirteen 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 held by it as provided in Section 1304 hereof which, in the opinion or based
on a report or certificate of a nationally recognized firm of independent public accountants, investment bank or appraisal firm
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent Defeasance or Covenant Defeasance, as the case may be.

 



     48


     


    

 

Section
1306 Reinstatement

 

If
the Trustee or the Paying Agent is unable to apply any money in accordance with Section 1302 or 1303 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Thirteen until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 1302 or 1303; provided, however, that if the Company makes any payment of principal of (and premium, if any) or interest
on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
the Securities of such series to receive such payment from the money held by the Trustee or the Paying Agent.

 

ARTICLE
Fourteen


 


subordination
of securities

 

[Subordination
Provisions with respect to Senior Subordinated Debt Securities to be provided here.]

 

ARTICLE
FIFTEEN

 

GUARANTEES

 

[Provisions
for Subsidiary Guarantees to provided here, if applicable.]

 

This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument. In proving the existence of this Indenture it shall
not be necessary to produce more than one copy.

 



     49


     


    

 

In
Witness Whereof, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

 

	 

	SOLUNA
HOLDINGS, INC.


	 

	 


	 

	By

	 


	 

	 

	Name:


	 

	 

	Title:


	 

	 

	 


	 

	[_]


	 

	 

	 


	 

	By

	 


	 

	 

	Name:


	 

	 

	Title:




 



     50


     


    

 

EXHIBIT
A

 

FORM
OF REGISTERED SECURITY

 

[Face
of Registered Security]

 

	No.

	 

	$ 
             




 

 

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

 

[If
the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case
the overdue principal and any overdue premium shall bear interest at the rate of       % per
annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until
they are paid or made available for payment. Interest on any overdue principal or premium (if any) shall be payable on demand. Any
such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of       %
per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on
demand.]

 

Payment
of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company
maintained for that purpose in           , in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register.

 



    A-1


     


    

 

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

 

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

 

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

 

	Dated:

	Soluna
Holdings, Inc.


	 

	 


	 

	By:

	 


	 

	 

	Title:




 

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

 

	Dated:

	 


	 

	 

	 


	[_],
As Trustee

	 


	 

	 

	 


	By:

	 

	 


	

	Authorized
Signatory

	 




 



    A-2


     


    

 

[Reverse
of Registered Security]

 

 

This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of                       [,
as supplemented] (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument),
between the Company and                        ,
as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof [if applicable, insert — , limited
in aggregate principal amount to $     ].

 

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

 

	Year

	 

	Redemption
Price For

Redemption
Through Operation 

of
the Sinking Fund

	 

	Redemption
Price For 

Redemption
Otherwise Than 

Through
Operation of the Sinking 

Fund


	 

	 

	 

	 

	 


	 

	 

	 

	 

	 




  

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

 

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

 



    A-3


     


    

 

	Year

	 

	[Redemption
Price For

Redemption
Through Operation

of
the Sinking Fund]

	 

	Redemption
Price [For

Redemption
Otherwise Than

Through
Operation of the Sinking

Fund]


	 

	 

	 

	 

	 


	 

	 

	 

	 

	 




  

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

 

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

 

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

 

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

 

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

 

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

 

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

 



    A-4


     


    

  

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

 

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

 

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

 

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

 

As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof
or the attorney of such Holder duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.

 

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

 



    A-5


     


    


 

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

 

Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

 

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

 



    A-6