Exhibit 4.5


 


TUANCHE LIMITED 


 


INDENTURE


 


Dated as of           , 2022


 


[       ]


 


Trustee


 


TABLE OF CONTENTS


 


	 	 	Page
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	2
	 	 	 
	Section 1.1	Definitions	2
	Section 1.2	Other Definitions	5
	Section 1.3	Incorporation by Reference of Trust Indenture Act	5
	Section 1.4	Rules of Construction	5
	 	 
	ARTICLE II THE SECURITIES	6
	 	 	 
	Section 2.1	Issuable in Series	6
	Section 2.2	Establishment of Terms of Series of Securities	6
	Section 2.3	Execution and Authentication	8
	Section 2.4	Registrar and Paying Agent	8
	Section 2.5	Paying Agent to Hold Money in Trust	9
	Section 2.6	Securityholder Lists	9
	Section 2.7	Transfer and Exchange	9
	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	10
	Section 2.9	Outstanding Securities	10
	Section 2.10	Treasury Securities	11
	Section 2.11	Temporary Securities	11
	Section 2.12	Cancellation	11
	Section 2.13	Defaulted Interest	11
	Section 2.14	Global Securities	11





 






     


     


    

 


	Section 2.15	CUSIP Numbers	12
	 	 
	ARTICLE III REDEMPTION	12
	 	 	 
	Section 3.1	Notice to Trustee	12
	Section 3.2	Selection of Securities to be Redeemed	13
	Section 3.3	Notice of Redemption	13
	Section 3.4	Effect of Notice of Redemption	13
	Section 3.5	Deposit of Redemption Price	13
	Section 3.6	Securities Redeemed in Part	13
	 	 
	ARTICLE IV COVENANTS	14
	 	 	 
	Section 4.1	Payment of Principal and Interest	14
	Section 4.2	SEC Reports	14
	Section 4.3	Compliance Certificate	14
	Section 4.4	Stay, Extension and Usury Laws	14
	Section 4.5	Corporate Existence	14
	 	 
	ARTICLE V SUCCESSORS	15
	 	 	 
	Section 5.1	When Company May Merge, etc.	15
	Section 5.2	Successor Corporation Substituted	15
	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES	15
	 	 	 
	Section 6.1	Events of Default	15
	Section 6.2	Acceleration of Maturity; Rescission and Annulment	16
	Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	16
	Section 6.4	Trustee May File Proofs of Claim	17
	Section 6.5	Trustee May Enforce Claims Without Possession of Securities	18
	Section 6.6	Application of Money Collected	18
	Section 6.7	Limitation on Suits	18
	Section 6.8	Unconditional Right of Holders to Receive Principal and Interest	18
	Section 6.9	Restoration of Rights and Remedies	19



 






     


     


    

 


	Section 6.10	Rights and Remedies Cumulative	19
	Section 6.11	Delay or Omission Not Waiver	19
	Section 6.12	Control by Holders	19
	Section 6.13	Waiver of Past Defaults	19
	Section 6.14	Undertaking for Costs	20
	 	 
	ARTICLE VII TRUSTEE	20
	 	 	 
	Section 7.1	Duties of Trustee	20
	Section 7.2	Rights of Trustee	21
	Section 7.3	Force Majeure	22
	Section 7.4	Individual Rights of Trustee	22
	Section 7.5	Trustee’s Disclaimer	22
	Section 7.6	Notice of Defaults	22
	Section 7.7	Reports by Trustee to Holders	22
	Section 7.8	Compensation and Indemnity	23
	Section 7.9	Replacement of Trustee	23
	Section 7.10	Successor Trustee by Merger, etc.	24
	Section 7.11	Eligibility; Disqualification	24
	Section 7.12	Preferential Collection of Claims Against Company	24
	 	 
	ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE	24
	 	 	 
	Section 8.1	Satisfaction and Discharge of Indenture	24
	Section 8.2	Application of Trust Funds; Indemnification	25
	Section 8.3	Legal Defeasance of Securities of any Series	25
	Section 8.4	Covenant Defeasance	26
	Section 8.5	Repayment to Company	27
	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES, AMENDMENTS AND WAIVERS	27
	 	 	 
	Section 9.1	Without Consent of Holders	27
	Section 9.2	With Consent of Holders	28



 






     


     


    

 


	Section 9.3	Limitations	28
	Section 9.4	Compliance with Trust Indenture Act	29
	Section 9.5	Revocation and Effect of Consents	29
	Section 9.6	Notation on or Exchange of Securities	29
	Section 9.7	Trustee Protected	29
	 	 	 
	ARTICLE X MISCELLANEOUS	29
	 	 	 
	Section 10.1	Trust Indenture Act Controls	29
	Section 10.2	Notices	29
	Section 10.3	Communication by Holders with Other Holders	30
	Section 10.4	Certificate and Opinion as to Conditions Precedent	30
	Section 10.5	Statements Required in Certificate or Opinion	30
	Section 10.6	Legal Holidays	31
	Section 10.7	No Recourse Against Others	31
	Section 10.8	Counterparts	31
	Section 10.9	Governing Laws	31
	Section 10.10	No Adverse Interpretation of Other Agreements.	31
	Section 10.11	Successors	31
	Section 10.12	Severability	31
	Section 10.13	Table of Contents, Headings, etc.	31
	Section 10.14	Securities in a Foreign Currency or ECU	31
	Section 10.15	Judgment Currency	32
	 	 
	ARTICLE XI SINKING FUNDS	32
	 	 	 
	Section 11.1	Applicability of Article	32
	Section 11.2	Satisfaction of Sinking Fund Payments with Securities	33
	Section 11.3	Redemption of Securities for Sinking Fund	33


 









     


     


    

 


TUANCHE LIMITED 


 


TuanChe Limited, reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of          , 2022. This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.


	 	 	 	 	 
	§ 310(a)(1)	 	 	 	7.10
	(a)(2)	 	 	 	7.10
	(a)(3)	 	 	 	Not Applicable
	(a)(4)	 	 	 	Not Applicable
	(a)(5)	 	 	 	7.10
	(b)	 	 	 	7.10
	§ 311(a)	 	 	 	7.11
	(b)	 	 	 	7.11
	(c)	 	 	 	Not Applicable
	§ 312(a)	 	 	 	2.6
	(b)	 	 	 	10.3
	(c)	 	 	 	10.3
	§ 313(a)	 	 	 	7.6
	(b)(1)	 	 	 	7.6
	(b)(2)	 	 	 	7.6
	(c)(1)	 	 	 	7.6
	(d)	 	 	 	7.6
	§ 314(a)	 	 	 	4.2, 10.5
	(b)	 	 	 	Not Applicable
	(c)(1)	 	 	 	10.4
	(c)(2)	 	 	 	10.4
	(c)(3)	 	 	 	Not Applicable
	(d)	 	 	 	Not Applicable
	(e)	 	 	 	10.5
	(f)	 	 	 	Not Applicable
	§ 315(a)	 	 	 	7.1
	(b)	 	 	 	7.5
	(c)	 	 	 	7.1
	(d)	 	 	 	7.1
	(e)	 	 	 	6.14
	§ 316(a)	 	 	 	2.10
	(a)(1)(A)	 	 	 	6.12
	(a)(1)(B)	 	 	 	6.13
	(b)	 	 	 	6.8
	§ 317(a)(1)	 	 	 	6.3
	(a)(2)	 	 	 	6.4
	(b)	 	 	 	2.5
	§ 318(a)	 	 	 	10.1


 









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Indenture dated as of , 20 between TuanChe Limited, an exempted company
incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and [          ], as trustee (the
 “Trustee”).


  


Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.


 


ARTICLE I 


DEFINITIONS AND INCORPORATION BY REFERENCE 


 


Section 1.1 Definitions


 


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


 


“Affiliate” of any specified person means any other
person directly or indirectly controlling or controlled by or under common control with such specified person. For the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common
control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or
otherwise.


 


“Agent” means any Registrar, Paying Agent or Notice
Agent.


 


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


 


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


 


“Business Day” means, unless otherwise provided
by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, any day except a Saturday,
Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive
order to close or a day the Corporate Trust Office is closed.


 


“Capital Stock” means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock.


 


“Company” means the party named as such above until
a successor replaces it and thereafter means the successor.


 


“Company Order” means written order signed in the
name of the Company by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer
or principal accounting officer.


 


“Company Request” means a written request signed
in the name of the Company by its Chairman/Chairwoman, its chief executive officer, or its president and by its chief financial officer
and delivered to the Trustee.


 


“Corporate Trust Office” means the office of the
Trustee at which at any particular time its corporate trust business shall be principally administered.


 


“Default” means any event which is, or after notice
or passage of time or both would be, an Event of Default.





 






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“Depositary” means, with respect to the Securities
of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the person designated as Depositary
for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there
is more than one such person, “Depositary” as used with respect to the Securities of any Series shall mean the Depositary
with respect to the Securities of such Series.


 


“Discount Security” means any Security that provides
for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.2.


 


“Dollars” and “$” means the currency
of The United States of America.


 


“ECU” means the European Currency Unit as determined
by the Commission of the European Union.


 


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


 


“Foreign Currency” means any currency or currency
unit issued by a government other than the government of The United States of America.


 


“Foreign Government Obligations” means, with respect
to Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused
to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a person controlled
or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by such government, which, in either case under clauses (i) or (ii), are not callable or redeemable
at the option of the issuer thereof.


 


“GAAP” means accounting principles generally accepted
in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements
by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of
determination.


 


“Global Security” or “Global Securities”
means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a Series
of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee.


 


“Holder” or “Securityholder”
means a person in whose name a Security is registered.


 


“Indenture” means this Indenture as amended or supplemented
from time to time and shall include the form and terms of particular Series of Securities established as contemplated hereunder.


 


“interest” with respect to any Discount Security
which by its terms bears interest only after Maturity, means interest payable after Maturity.


 


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


 


“Officer” means the chief executive officer, president,
the chief financial officer, the treasurer or any assistant treasurer, general manager, and any vice president of the Company.


 


“Officer’s Certificate” means a certificate
signed by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal
accounting officer.





 






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“Opinion of Counsel” means a written opinion of
legal counsel, which opinion, is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.


 


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


 


“principal” of a Security means the principal of
the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security.


 


“Responsible Officer” means any officer of the Trustee
in its Corporate Trust Office and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate
trust matter is referred because of his or her knowledge of and familiarity with a particular subject and who shall in each case have
direct responsibility for the administration of this Indenture.


 


“SEC” means the Securities and Exchange Commission.


 


“Securities” means the debentures, notes or other
debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Series” or “Series of Securities”
means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof.


 


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


 


“Subsidiary” of any specified person means any corporation,
association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof.


 


“TIA” means the Trust Indenture Act of 1939 (15
U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust
Indenture Act as so amended.


 


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


 


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


 






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Section 1.2 Other Definitions





 


	TERM	 	DEFINED

 IN SECTION	 
	“Bankruptcy Law”	 	 	6.1	 
	“Custodian”	 	 	6.1	 
	“Event of Default”	 	 	6.1	 
	“Journal”	 	 	10.15	 
	“Judgment Currency”	 	 	10.16	 
	“Legal Holiday”	 	 	10.7	 
	“mandatory sinking fund payment”	 	 	11.1	 
	 	 	 	 	 
	“Market Exchange Rate”	 	 	10.15	 
	“New York Banking Day”	 	 	10.16	 
	“Notice Agent”	 	 	2.4	 
	“optional sinking fund payment”	 	 	11.1	 
	“Paying Agent”	 	 	2.4	 
	“Registrar”	 	 	2.4	 
	“Required Currency”	 	 	10.16	 
	“successor person”	 	 	5.1	 



 


Section 1.3 Incorporation by Reference of Trust Indenture Act


 


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


 


“Commission” means the SEC.


 


“indenture securities” means the Securities.


 


“indenture security holder” means a Security Holder.


 


“indenture to be qualified” means this Indenture.


 


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


 


“obligor” on the indenture securities means the
Company and any successor obligor upon the Securities.


 


All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so
defined.


 


Section 1.4 Rules of Construction


 


Unless the context otherwise requires:


 


(a) a term has the meaning assigned to it;


 


(b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;


 


(c) “or” is not exclusive;


 


(d) words in the singular include the plural, and in the plural include
the singular; and


 


(e) provisions apply to successive events and transactions.





 






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ARTICLE II 


THE SECURITIES 


 


Section 2.1 Issuable in Series


 


The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is [          ]. The Securities may be issued in one or more Series. All Securities of a Series shall be identical
except as may be set forth or determined in the manner provided in a Board Resolution, a supplemental indenture or an Officer’s
Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities
of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental indenture detailing the
adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms
(such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits
of the Indenture.


 


Section 2.2 Establishment of Terms of Series of Securities


 


At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within the
Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.21) by or pursuant to a Board Resolution, and set forth
or determined in the manner provided in a Board Resolution or Officers’ Certificate, and associated supplemental indenture:


 


2.2.1. the title of the Series (which shall distinguish the Securities
of that particular Series from the Securities of any other Series);


 


2.2.2. the price or prices (expressed as a percentage of the principal
amount thereof) at which the Securities of the Series will be issued;


 


2.2.3. 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 2.7, 2.8, 2.11, 3.6 or 9.6);


 


2.2.4. the date or dates on which the principal of the Securities of
the Series is payable;


 


2.2.5. the rate or rates (which may be fixed or variable) per annum
or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock
exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such
interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record
date for the interest payable on any interest payment date;


 


2.2.6. the place or places where the principal of and interest, if
any, on the Securities of the Series shall be payable, where the Securities of such 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 such Series and this Indenture may be
served, and the method of such payment, if by wire transfer, mail or other means;


 


2.2.7. if applicable, the period or periods within which, the price
or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option
of the Company;


 


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


 






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2.2.9. the dates, if any, on which and the price or prices at which
the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions
of such repurchase obligations;


 


2.2.10. if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the Securities of the Series shall be issuable;


 


2.2.11. the forms of the Securities of the Series and whether the Securities
will be issuable as Global Securities;


 


2.2.12. if other than the principal amount thereof, the portion of
the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant
to Section 6.2;


 


2.2.13. the currency of denomination of the Securities of the Series,
which may be Dollars or any Foreign Currency, and if such currency of denomination is a composite currency, the agency or organization,
if any, responsible for overseeing such composite currency;


 


2.2.14. the designation of the currency, currencies or currency units
in which payment of the principal of and interest, if any, on the Securities of the Series will be made;


 


2.2.15. if payments of principal of or interest, if any, on the Securities
of the Series are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated,
the manner in which the exchange rate with respect to such payments will be determined;


 


2.2.16. the manner in which the amounts of payment of principal of
or interest, if any, on the Securities of the Series will be determined, if such amounts may be determined by reference to an index based
on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;


 


2.2.17. the provisions, if any, relating to any security provided for
the Securities of the Series;


 


2.2.18. any addition to, or change in the Events of Default which applies
to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the
principal amount thereof due and payable pursuant to Section 6.2;


 


2.2.19. any addition to, or change in the covenants set forth in Articles
IV or V which applies to Securities of the Series;


 


2.2.20. any material income tax considerations applicable;


 


2.2.21. if the Securities of the Series are to be convertible into
or exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be
so convertible or exchangeable;


 


2.2.22. whether the Securities of the Series are subject to subordination
and the terms of such subordination;


 


2.2.23. any other terms of the Securities of the Series (which may
supplement, modify or delete any provision of this Indenture insofar as it applies to such Series); and





 






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2.2.24. any depositaries, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein


 


All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution,
supplemental indenture hereto or Officers’ Certificate referred to above.


 


Section 2.3 Execution and Authentication


 


Two Officers shall sign the Securities for the Company by manual or
facsimile signature.


 


If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall nevertheless be valid.


 


A Security shall not be valid until authenticated by the manual or
facsimile signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.


 


The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’
Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication unless otherwise
provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate.


 


The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental
indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8.


 


Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto
or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms
of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4,
and (c) an Opinion of Counsel complying with Section 10.4.


 


The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or
(b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents
shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities.


 


The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent
to deal with the Company or an Affiliate of the Company.


 


Section 2.4 Registrar and Paying Agent


 


Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where
Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series
may be surrendered for registration of transfer or exchange, where Securities of such Series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable, where Securities of such Series may be surrendered for conversion or
exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series
and this Indenture may be delivered (“Notice Agent”). The Trustee or Notice Agent, as applicable, shall deliver such
notices and demands to the Company in accordance with Section 10.2 hereof. The Registrar shall keep a register with respect to each
Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and
address, and any change in the name or address, of each Registrar, Paying Agent or Notice Agent. If at any time the Company shall
fail to maintain any such required Registrar, Paying Agent or Notice Agent or shall fail to furnish the Trustee with the name and
address thereof, such presentations, surrenders, notices and demands may be made or delivered at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and
demands.


 






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The Company hereby appoints the Trustee the initial Registrar, Paying
Agent and Notice Agent for each Series unless another Registrar, Paying Agent or Notice Agent, as the case may be, is appointed prior
to the time Securities of that Series are first issued.


 


The Company hereby appoints The Depository Trust Company to act as
Depositary with respect to the Securities.


 


Section 2.5 Paying Agent to Hold Money in Trust


 


The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust, for the benefit of Security Holders of any Series of Securities, or the
Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the
Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability
for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund
for the benefit of Security Holders of any Series of Securities all money held by it as Paying Agent.


 


Section 2.6 Securityholder Lists The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Security Holders
of each Series of Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least ten days before each interest payment date and at such other times as the Trustee may request in writing
a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Security Holders of each
Series of Securities.


 


Section 2.7 Transfer and Exchange


 


Where Securities of a Series are presented to the Registrar or a co-registrar
with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar
shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers
and exchanges, the Trustee shall authenticate Securities upon receipt of a Company Order. No service charge shall be made for any registration
of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental
charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6).


 


Neither the Company nor the Registrar shall be required (a) to issue,
register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately
preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business
on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for
redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part.





 






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Section 2.8 Mutilated, Destroyed, Lost and Stolen Securities
If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee, upon receipt of a Company Order, shall
authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.


 


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


 


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


 


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


 


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


 


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


 


Section 2.9 Outstanding Securities


 


The Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding.


 


If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.


 


If the Paying Agent (other than the Company, a Subsidiary of the Company
or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that
date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue.


 


A Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security.


 


In determining whether the Holders of the requisite principal amount
of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal
amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section
6.2.


 






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Section 2.10 Treasury Securities





 


In determining whether the Holders of the required principal amount
of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a
Series owned by the Company or any Affiliate of the Company shall be disregarded, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver only Securities
of a Series that the Trustee knows are so owned shall be so disregarded.


 


Section 2.11 Temporary Securities Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee, upon receipt of a Company Order, shall authenticate temporary Securities
upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the
Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee, upon receipt
of a Company Order, shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities.
Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities.


 


Section 2.12 Cancellation


 


The Company at any time may deliver Securities to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange
or payment. Upon receipt of written instruction from the Company, the Trustee shall cancel all Securities surrendered for transfer, exchange,
payment, replacement or cancellation and shall destroy such canceled Securities and deliver a certificate of such destruction to the Company,
unless the Company otherwise directs. The Company may not issue new Securities to replace Securities that it has paid or delivered to
the Trustee for cancellation.


 


Section 2.13 Defaulted Interest


 


If the Company defaults in a payment of interest on a Series of Securities,
it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons
who are Security Holders of the Series on a subsequent special record date. The Company shall fix the record date and payment date. At
least 10 days before the record date, the Company shall mail to the Trustee and to each Security Holder of the Series a notice that states
the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.


 


Section 2.14 Global Securities


 


2.14.1. Terms of Securities. A Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part
in the form of one or more Global Securities and the Depositary for such Global Security or Securities.


 


2.14.2. Transfer and Exchange. Notwithstanding any provisions
to the contrary contained in Section 2.7 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant
to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee
only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or
if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails
to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or (ii) the Company
executes and delivers to the Trustee an Officers’ Certificate to the effect that such


 


Global Security shall be so exchangeable. Any Global Security that
is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall
direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.


 


Except as provided in this Section 2.14.2, a Global Security may not
be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee
of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such a successor Depositary.


 









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The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.


 


2.14.3. Legend. Any Global Security issued 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 THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH A SUCCESSOR DEPOSITARY.”


 


2.14.4. Acts of Holders. The Depositary, as a Holder, may appoint
agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or
other action which a Holder is entitled to give or take under the Indenture..


 


2.14.5. Payments. Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global
Security shall be made to the Holder thereof.


 


2.14.6. Consents, Declaration and Directions. Except as provided
in Section 2.14.5, the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities
of such Series represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global
Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to
this Indenture.


 


Section 2.15 CUSIP Numbers


 


The Company in issuing the Securities may use “CUSIP” numbers
(if then generally in use), and, if so, the Trustee shall use “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 elements of
identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.


 


ARTICLE III 


REDEMPTION 


 


Section 3.1 Notice to Trustee


 


The Company may, with respect to any Series of Securities,
reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part
thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the
Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and the principal
amount of Series of Securities to be redeemed. The Company shall give the Trustee notice at least 45 days before the redemption date
(or such shorter notice as may be acceptable to the Trustee).


 






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Section 3.2 Selection of Securities to be Redeemed Unless otherwise
indicated for a particular Series by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, if less than
all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner
that the Trustee deems fair and appropriate and in accordance with its customary practices or the selection shall be in accordance with
DTC procedures, as applicable. The Trustee shall make the selection from Securities of the Series outstanding not previously called for
redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations larger
than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with
respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination for
each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also
apply to portions of Securities of that Series called for redemption.


 


Section 3.3 Notice of Redemption


 


Unless otherwise indicated for a particular Series by Board Resolution,
a supplemental indenture hereto or an Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date,
the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed.


 


The notice shall identify the Securities of the Series to be redeemed
and shall state:


 


(a) the redemption date;


 


(b) the redemption price;


 


(c) the name and address of the Paying Agent;


 


(d) that Securities of the Series called for redemption must be surrendered
to the Paying Agent to collect the redemption price;


 


(e) that interest on Securities of the Series called for redemption
ceases to accrue on and after the redemption date;


 


(f) the CUSIP number, if any; and


 


(g) any other information as may be required by the terms of the particular
Series or the Securities of a Series being redeemed.


 


At the Company’s request, the Trustee shall give the notice of
redemption prepared by the Company, in the Company’s name and at its expense.


 


Section 3.4 Effect of Notice of Redemption Once notice of redemption
is mailed or published as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption
date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall
be paid at the redemption price plus accrued interest to the redemption date.


 


Section 3.5 Deposit of Redemption Price On or before the redemption
date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on
all Securities to be redeemed on that date.


 


Section 3.6 Securities Redeemed in Part .


 


Upon surrender of a Security that is redeemed in part, the Trustee,
upon receipt of a Company Order, shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal
amount to the unredeemed portion of the Security surrendered.





 






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ARTICLE IV 


COVENANTS 


 


Section 4.1 Payment of Principal and Interest


 


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


 


Section 4.2 SEC Reports


 


The Company shall deliver to the Trustee within 15 days after it files
them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any
of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section
13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA § 314(a).


 


Section 4.3 Compliance Certificate


 


The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year (which on the date hereof ends on December 31) of the Company, an Officers’ Certificate stating that a review
of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture,
and further stating, as to each such Officer signing such certificate, that to the best of his/her knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of
any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults
or Events of Default of which he may have knowledge).


 


The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.


 


Section 4.4 Stay, Extension and Usury Laws


 


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


 


Section 4.5 Corporate Existence


 


Subject to Article V, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence and the rights (charter and statutory), licenses and franchises
of the Company; provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board
of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its
Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders.


 






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ARTICLE V 


SUCCESSORS 





 


Section 5.1 When Company May Merge, etc.


 


The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its properties and assets to, any person (a “successor person”) unless:


 


(a) the Company is the surviving corporation or the successor person
(if other than the Company) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly
assumes, the Company’s obligations on the Securities and under this Indenture; and


 


(b) immediately after giving effect to the transaction, no Default
or Event of Default, shall have occurred and be continuing.


 


The Company shall deliver to the Trustee prior to the consummation
of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed
transaction and any supplemental indenture comply with this Indenture.


 


Notwithstanding the above, any Subsidiary of the Company may consolidate
with, merge into or transfer all or part of its properties to the Company. Neither an Officers’ Certificate nor an Opinion of Counsel
shall be required to be delivered in connection therewith.


 


Section 5.2 Successor Corporation Substituted


 


Upon any consolidation or merger, or any sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect
as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the
case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture
and the Securities.


 


ARTICLE VI 


DEFAULTS AND REMEDIES 


 


Section 6.1 Events of Default


 


“Event of Default,” wherever used herein with respect
to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture
or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default:


 


(a) default in the payment of any interest on any Security of that
Series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of such payment
is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30 days); or


 


(b) default in the payment of principal of any Security of that Series
at its Maturity; or


 


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


 


(d) the Company pursuant to or within the meaning of any Bankruptcy
Law:


 


(i) commences a voluntary case,


 






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(ii) consents to the entry of an order for relief against it in an
involuntary case,


 


(iii) consents to the appointment of a Custodian of it or for all or
substantially all of its property,


 


(iv) makes a general assignment for the benefit of its creditors, or


 


(v) generally is unable to pay its debts as the same become due; or


 


(e) 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 60 days;
or


 


(f) any other Event of Default provided with respect to Securities
of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance
with Section 2.2.18.


 


The term “Bankruptcy Law” means title 11, U.S. Code
or any similar U.S. Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


 


Section 6.2 Acceleration of Maturity; Rescission and Annulment


 


If an Event of Default with respect to Securities of any Series at
the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(d) or (e)) then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series may declare the
principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified
in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default
specified in Section 6.1(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any,
on all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder.


 


At any time after such a declaration of acceleration with respect to
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 all Events of Default with respect to Securities
of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely
by such declaration of acceleration, have been cured or waived as provided in Section 6.13.


 


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


 


Section 6.3 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


 






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(b) default is made in
the payment of principal of any Security at the Maturity thereof, or


 


(c) default is made in the deposit of any sinking fund payment, when
and as due by the terms of a Security,


 


then, 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 interest
and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and 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 reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


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


 


Notwithstanding any other provision of this Indenture, if an Event
of Default with respect to any 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 pursuing any available remedy by proceeding at law
or in equity as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section 6.4 Trustee May File Proofs of Claim


 


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


 


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


 


(b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, 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 7.7.


 


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


 






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Section 6.5 Trustee May Enforce Claims Without Possession of Securities.





 


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


 


Section 6.6 Application of Money Collected


 


Any money or property 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 or property
on account of principal 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
7.7; and


 


Second: To the payment of the amounts then due and unpaid for principal
of 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 interest, respectively; and


 


Third: To the Company or to such party as a court of competent jurisdiction
shall direct.


 


Section 6.7 Limitation on Suits


 


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


 


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


 


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


 


(c) such Holder or Holders have offered to the Trustee indemnity satisfactory
to the Trustee 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 to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.


 


Section 6.8 Unconditional Right of Holders to Receive Principal
and Interest


 


Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on
such Security on the Stated Maturity or 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.





 






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Section 6.9 Restoration of Rights and Remedies


 


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


 


Section 6.10 Rights and Remedies Cumulative


 


Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in Section 2.8, 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, to the extent permitted by law, prevent
the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.11 Delay or Omission Not Waiver


 


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


 


Section 6.12 Control by Holders


 


The Holders of not less than a majority in principal amount of the
outstanding Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided
that


 


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


 


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


 


(c) subject to the provisions of Section 7.1, the Trustee shall have
the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine
that the proceeding so directed would involve the Trustee in personal liability.


 


Section 6.13 Waiver of Past Defaults


 


The Holders of not less than a majority in principal amount of the
outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series, waive any past Default hereunder
with respect to such Series and its consequences, except a Default in the payment of the principal of or interest on any Security of such
Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind
an acceleration and its consequences, including any related payment default that resulted from such acceleration). 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 6.14 Undertaking for Costs





 


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


 


ARTICLE VII 


TRUSTEE 


 


Section 7.1 Duties of Trustee


 


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


 


(b) Except during the continuance of an Event of Default:


 


(i) The Trustee need perform only those duties that are specifically
set forth in this Indenture and no others.


 


(ii) In the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officers’ Certificates or Opinions
of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officers’
Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine such Officers’ Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


(c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except that:


 


(i) This paragraph does not limit the effect of paragraph (b) of this
Section.


 


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


 


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


 


(iv) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraph (a), (b) and (c) of this Section.


 


(d) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives security or indemnity satisfactory to it against any loss, liability or expense.





 






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(e) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.


 


(f) No provision of this Indenture shall require the Trustee to risk
its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 is not
reasonably assured to it.


 


(g) The Paying Agent, the Registrar, the Notice Agent, any agent and
any authenticating agent shall be entitled to the protections, immunities and standard of care as are set forth in paragraphs (a), (b)
and (c) of this Section with respect to the Trustee.


 


Section 7.2 Rights of Trustee


 


(a) The Trustee may rely on and shall be protected in acting or refraining
from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need
not investigate any fact or matter stated in the document.


 


(b) Before the Trustee acts or refrains from acting, it may require
an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. No such Officers’ Certificate or Opinion of
Counsel shall be at the expense of the Trustee. Any request or direction of the Company mentioned herein shall be sufficiently evidenced
by an Officers’ Certificate.


 


(c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee and the Trustee
shall not be responsible for any act or omission by any Depositary.


 


(d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does
not constitute negligence or bad faith. The Trustee shall not be liable for any special, punitive or consequential damages, even if they
were reasonably foreseeable.


 


(e) The Trustee may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder and the Trustee may conclusively rely on any such advice or Opinion of Counsel.


 


(f) 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 of Securities unless such Holders shall
have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction.


 


(g) 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.


 


(h) The Trustee shall not be deemed to have notice of any Default (other
than a payment default under Section 6.1 or 6.2) or Event of Default unless a Responsible Officer of the Trustee has received written
notice of any event which is in fact such a default at the Corporate Trust Office of the Trustee, and such notice references the Securities
generally or the Securities of a particular Series and this Indenture.


 


(i) 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 other Person employed to act hereunder.


 


(j) The Trustee may request that the Issuer deliver an
Officers’ Certificate setting forth the names of individuals and titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an
Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not
superseded.


 






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(k) The Trustee shall have no duty to inquire as to or monitor the
performance of the Issuer with respect to the covenants contained in Article IV.


 


(l) The Trustee shall not be required to give any note, bond or surety
in respect of the execution of the trusts and powers under this Indenture.


 


(m) Nothing herein shall be deemed to require the Trustee to submit
to the jurisdiction or venue of a non-U.S. court.


 


Section 7.3 Force Majeure


 


(a) The Trustee shall have no liability for delays or inability to
perform its duties hereunder due to forces majeures, events beyond its control, such as (but not exclusively) civil unrest, earthquakes,
hurricanes or other natural disasters, floods, utility failures, transmission interruptions, power failures, wars, governmental declarations
or Acts of God; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances.


 


(b) Delivery of reports or information by the Company shall not be
deemed to confer actual or constructive knowledge or notice on the Trustee with respect to a Default or Event of Default, or otherwise.


 


Section 7.4 Individual Rights of Trustee


 


The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the Company with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.11 and 7.12.


 


Section 7.5 Trustee’s Disclaimer


 


The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and
it shall not be responsible for any statement in the Securities other than its authentication.


 


Section 7.6 Notice of Defaults


 


If a Default or Event of Default occurs and is continuing with respect
to the Securities of any Series and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail (or deliver notice
subject to the applicable procedures of the Depositary or relevant clearing system) to each Security Holder of the Securities of that
Series notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee
has written notice of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of
or interest on any Security of any Series, or in the payment of any sinking fund installment, the Trustee may withhold the notice if and
so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the notice
is in the interests of Security Holders of that Series.


 


Section 7.7 Reports by Trustee to Holders


 


Within 60 days after each , commencing , 20 , the Trustee shall transmit
by mail to all Security Holders, as their names and addresses appear on the register kept by the Registrar, a brief report dated as of
such anniversary date, in accordance with, and to the extent required under, TIA § 313.


 


A copy of each report at the time of its mailing to Security Holders
of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed. The Company shall
promptly notify the Trustee when Securities of any Series are listed on any stock exchange.





 






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Section 7.8 Compensation and Indemnity


 


The Company shall pay to the Trustee from time to time compensation
for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all
reasonable out of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s
agents and counsel.


 


The Company shall indemnify each of the Trustee and any predecessor
Trustee against any loss, liability or expense (including the cost of defending itself) incurred by it except as set forth in the next
paragraph in the performance of the Trustee duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity; provided, however, that failure to so notify the Company shall not relieve it of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense; provided, however, the Trustee may conduct
its own defense if there is a conflict of interest between the interests of the Company and those of the Trustee. The Trustee may have
one separate counsel (in addition to local counsel, if applicable) and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This
indemnification shall apply to officers, directors, employees, shareholders and Agents or agents of the Trustee.


 


The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee or by any officer, director, employee, shareholder, Agent or agent of the Trustee to the extent
it is attributed to its own negligence or willful conduct as determined by a court of competent jurisdiction in a final, non-appealable
order.


 


To secure the Company’s payment obligations in this Section,
the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee, except
that held in trust to pay principal of and interest on particular Securities of that Series.


 


When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.1(d) or (e) occurs, the expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.


 


The provisions of this Section shall survive the termination of this
Indenture and the resignation and removal of the Trustee.


 


Section 7.9 Replacement of Trustee


 


A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.


 


The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company.
The Company may remove the Trustee with respect to Securities of one or more Series if:


 


(a) the Trustee fails to comply with Section 7.11;


 


(b) the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy Law;


 


(c) a Custodian or public officer takes charge of the Trustee or its
property; or


 


(d) the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.


 






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If a successor Trustee with respect to the Securities of any one or
more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee upon payment of its fees and expenses then unpaid
shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.8, the resignation
or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail
a notice of its succession to each Security Holder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section
7.9, the Company’s obligations under Section 7.8 hereof shall continue for the benefit of the retiring Trustee with respect to expenses
and liabilities incurred by it prior to such replacement.


 


Section 7.10 Successor Trustee by Merger, etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor Trustee.


 


Section 7.11 Eligibility; Disqualification


 


This Indenture shall always have a Trustee who satisfies the requirements
of TIA § 310(a)(1), (2) and (5). The Trustee shall always have a combined capital and surplus of at least $150,000 as set forth in
its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b).


 


Section 7.12 Preferential Collection of Claims Against Company


 


The Trustee is subject to TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated.


 


ARTICLE VIII 


SATISFACTION AND DISCHARGE; DEFEASANCE 


 


Section 8.1 Satisfaction and Discharge of Indenture


 


This Indenture shall upon Company Order cease to be of further effect
(except as hereinafter provided in this Section 8.1), 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
Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation;
or


 


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


 


(1) have become due and payable, or


 


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





 






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(3) have been called for redemption or 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, or


 


(4) are deemed paid and discharged pursuant to Section 8.3, as applicable;


 


and the Company, in the case of (1), (2) or (3) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging
the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the
date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated
Maturity or redemption date, as the case may be;


 


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


 


Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.8, and, if money shall have been deposited with the Trustee pursuant to clause
(a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 shall survive.


 


Section 8.2 Application of Trust Funds; Indemnification 


 


(a) Subject to the provisions of Section 8.5, all money deposited with
the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee
pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations
deposited with the Trustee pursuant to Section 8.3 or 8.4, 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 interest for whose payment such
money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated
by Sections 8.3 or 8.4.


 


(b) The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations deposited pursuant
to Sections 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable by or on behalf of
Holders.


 


(c) The Trustee shall deliver or pay to the Company from time to time
upon Company Request any U.S. Government Obligations or Foreign Government Obligations or money held by it as provided in Sections 8.3
or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the
purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received. This provision
shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.


 


Section 8.3 Legal Defeasance of Securities of any Series


 


Unless this Section 8.3 is otherwise specified, pursuant to Section
2.2.20, to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness
on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof,
and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall, at a Company Request, execute proper instruments acknowledging the same), except as to:





 






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(a) the rights of Holders of Securities of such Series to receive,
from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment of principal of and interest
on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal or interest and (ii)
the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due
and payable in accordance with the terms of this Indenture and the Securities of such Series;


 


(b) the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3, and 8.5; and


 


(c) the rights, powers, trust and immunities of the Trustee;


 


provided that, the following conditions shall have been satisfied:


 


(d) the Company shall have deposited or caused to be irrevocably deposited
(except as provided in Section 8.2(c)) with the Trustee 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) in the case of Securities of such Series
denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated
in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest
and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability
will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in
respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are
due;


 


(e) such deposit will not result in a breach or violation of, or constitute
a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;


 


(f) no Default or Event of Default with respect to the Securities of
such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;


 


(g) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel to the effect 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 execution of this Indenture, there has been a change in the applicable Federal income
tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities
of such Series will not recognize income, 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 and in the same manner and at the same times as would have been the case
if such deposit, defeasance and discharge had not occurred;


 


(h) the Company shall have delivered to the Trustee an Officers’
Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series
over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the
Company; and


 


(i) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated
by this Section have been complied with.


 


Section 8.4 Covenant Defeasance 


 


Unless this Section 8.4 is otherwise specified pursuant to
Section 2.2.20 to be inapplicable to Securities of any Series, the Company may omit to comply with respect to the Securities of any
Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, and 5.1 as well as any additional
covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.2.20 (and the failure to comply with any such covenants shall not constitute a Default
or Event of Default with respect to such Series under Section 6.1) and the occurrence of any event specified in a supplemental
indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.2.18
and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities
of such Series, provided that the following conditions shall have been satisfied:


 






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(a) With reference to this Section 8.4, the Company has deposited or
caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee 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) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the
case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government
Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest,
if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest
or principal and such sinking fund payments are due;


 


(b) Such deposit will not result in a breach or violation of, or constitute
a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;


 


(c) No Default or Event of Default with respect to the Securities of
such Series shall have occurred and be continuing on the date of such deposit;


 


(d) The Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that Holders of the Securities of such Series will not recognize income, 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 amounts, in the same manner and
at the same times as would have been the case if such deposit and covenant defeasance had not occurred;


 


(e) The Company shall have delivered to the Trustee an Officers’
Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series
over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the
Company; and


 


(f) The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance
contemplated by this Section have been complied with.


 


Section 8.5 Repayment to Company


 


The Trustee and the Paying Agent shall pay to the Company upon written
request any money held by them for the payment of principal and interest that remains unclaimed for two years. After that, Security Holders
entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates
another person.


 


 


ARTICLE IX


SUPPLEMENTAL INDENTURES, AMENDMENTS AND WAIVERS



 


Section 9.1 Without Consent of Holders


 


The Company and the Trustee may amend or supplement this Indenture
or the Securities of one or more Series without the consent of any Security Holder:


 


(a) to cure any ambiguity, defect or inconsistency;


 


(b) to comply with Article V;


 


(c) to provide for uncertificated Securities in addition to or in place
of certificated Securities;


 


(d) to make any change that does not adversely affect the rights of
any Security Holder;





 






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(e) to provide for the issuance of and establish the form and terms
and conditions of Securities of any Series as permitted by this Indenture;


 


(f) 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; or


 


(g) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA.


 


Section 9.2 With Consent of Holders


 


The Company and the Trustee may enter into a supplemental indenture
with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected
by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of
such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the Security Holders of each such Series. Except as provided
in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee
(including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance
by the Company with any provision of this Indenture or the Securities with respect to such Series.


 


It shall not be necessary for the consent of the Holders of Securities
under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if
such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company
shall mail to the Holders of Securities affected thereby, a notice briefly describing the supplemental indenture or waiver. Any failure
by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture or waiver.


 


Section 9.3 Limitations


 


Without the consent of each Security Holder affected, an amendment
or waiver may not:


 


(a) reduce the principal amount of Securities whose Holders must consent
to an amendment, supplement or waiver;


 


(b) reduce the rate of or extend the time for payment of interest (including
default interest) on any Security;


 


(c) reduce the principal or change the Stated Maturity of any Security
or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;


 


(d) reduce the principal amount of Discount Securities payable upon
acceleration of the maturity thereof;


 


(e) waive a Default or Event of Default in the payment of the principal
of or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least
a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such
acceleration);


 


(f) make the principal of or interest, if any, on any Security payable
in any currency other than that stated in the Security;


 


(g) make any change in Sections 6.8, 6.13 or 9.3 (this sentence); or


 


(h) waive a redemption payment with respect to any Security, provided
that such redemption is made at the Company’s option.


 






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Section 9.4 Compliance with Trust Indenture Act





 


Every amendment or waiver to this Indenture or the issuance of and
establishment of the form and terms and conditions of Securities of one or more Series shall be set forth in a supplemental indenture
hereto that complies with the TIA as then in effect.


 


Section 9.5 Revocation and Effect of Consents


 


Until an amendment is set forth in a supplemental indenture or a waiver
becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security
if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver becomes effective.


 


Any amendment or waiver once effective shall bind every Security Holder
of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section 9.3.
In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s Security.


 


Section 9.6 Notation on or Exchange of Securities


 


The Trustee may place an appropriate notation about an amendment or
waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the
Trustee shall authenticate upon receipt of a Company Order new Securities of that Series that reflect the amendment or waiver.


 


Section 9.7 Trustee Protected 


 


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 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that
the Trustee need not sign any supplemental indenture that adversely affects its rights.


 


ARTICLE X 


MISCELLANEOUS 


 


Section 10.1 Trust Indenture Act Controls


 


If any provision of this Indenture limits, qualifies, or conflicts
with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall
control.


 


Section 10.2 Notices


 


Any notice or communication by the Company or the Trustee to the other,
or by a Holder to the Company or the Trustee, is duly given if in writing, in the English language, referencing this Indenture and the
applicable securities or series of securities, and delivered in person or mailed by first-class mail, or by facsimile transmission:


 


if to the Company:


 


9F, Ruihai Building, No. 21 Yangfangdian Road


Haidian District


Beijing, 100038 


The People’s Republic of China


 Attention: [●]





 






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if to the Trustee:


 


[          ]


[          ] 


Attention: [          ]


 


The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.


 


Any notice or communication to a Security Holder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar or delivered subject to the applicable procedures of Depositary
or relevant clearing system. Failure to mail a notice or communication to a Security Holder of any Series or any defect in it shall not
affect its sufficiency with respect to other Security Holders of that or any other Series.


 


If a notice or communication is mailed or published in the manner provided
above, within the time prescribed, it is duly given, whether or not the Security Holder receives it.


 


If the Company mails a notice or communication to Security Holders,
it shall mail a copy to the Trustee and each Agent at the same time.


 


Section 10.3 Communication by Holders with Other Holders


 


Security Holders of any Series may communicate pursuant to TIA §
312(b) with other Security Holders of that Series or any other Series with respect to their rights under this Indenture or the Securities
of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).


 


Section 10.4 Certificate and Opinion as to Conditions Precedent



 


Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:


 


(a) an Officers’ Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with;
and


 


(b) an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent have been complied with.


 


Section 10.5 Statements Required in Certificate or Opinion


 


Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the
provisions of TIA § 314(e) and shall include:


 


(a) a statement that the person making such certificate or opinion
has read such covenant or condition;


 


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


 


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


 


(d) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.


 


The Trustee may make reasonable rules for action by or a meeting of
Security Holders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions.





 






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Section 10.6 Legal Holidays


 


Unless otherwise provided by Board Resolution, Officers’ Certificate
or supplemental indenture hereto for a particular Series, a “Legal Holiday” is any day that is not a Business Day. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.


 


Section 10.7 No Recourse Against Others 


 


A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each Security Holder by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the Securities.


 


Section 10.8 Counterparts


 


This Indenture may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.


 


Section 10.9 Governing Laws


 


THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.


 


Section 10.10 No Adverse Interpretation of Other Agreements. 


 


This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


 


Section 10.11 Successors


 


All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.


 


Section 10.12 Severability 


 


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 10.13 Table of Contents, Headings, etc.


 


The Table of Contents, Cross Reference Table, and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall
in no way modify or restrict any of the terms or provisions hereof.


 


Section 10.14 Securities in a Foreign Currency or ECU


 


Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular
Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars (including
ECUs), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such
action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable
transfers of that currency as published by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as
published in the Official Journal of the European Union (such publication or any successor publication, the “Journal”).
If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the
rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of ECUs, rates of
exchange from one or more major banks in The City of New York or in the country of issue of the currency in question or, in the case
of ECUs, in Luxembourg or such other quotations or, in the case of ECUs, rates of exchange as the Trustee, upon consultation with
the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of
Securities pursuant to the terms of this Indenture.


 






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All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the
absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company and
all Holders.


 


Section 10.15 Judgment Currency


 


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


 


ARTICLE XI 


SINKING FUNDS 


 


Section 11.1 Applicability of Article


 


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





 






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The minimum amount of any sinking fund payment provided for by the
terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment” and any other amount
provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.”
If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided
in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms
of the Securities of such Series.


 


Section 11.2 Satisfaction of Sinking Fund Payments with Securities


 


The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding
Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory
sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which
have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities
(except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional
redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities
shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the
date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee
at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section
11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action
be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee
of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released
to the Company.


 


Section 11.3 Redemption of Securities for Sinking Fund 


 


Not less than 45 days (unless otherwise indicated in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking fund
payment date for any Series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount
of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities
of that Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated
in the Board Resolution, Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) before
each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 3.2 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 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 3.4, 3.5 and 3.6.


 


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


 


	 	TuanChe Limited
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Its:





 






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	 	[          ],
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Its:


 








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