Exhibit 4.5


 


FUSION FUEL GREEN PLC,


As Issuer,


 


AND


 


_______________,


As Trustee


 


INDENTURE


 


DATED AS OF [__________] [___], 20[__]


 


SUBORDINATED DEBT SECURITIES


 


 



     
	



     


    







 


CROSS-REFERENCE TABLE (1)


 


	Section of Trust Indenture Act of 1939, as Amended	 	Indenture
	310(a)	 	7.10
	310(b)	 	7.09; 7.11
	310(c)	 	Inapplicable
	311(a)	 	7.14
	311(b)	 	7.14
	311(c)	 	Inapplicable
	312(a)	 	5.02(a)
	312(b)	 	5.02(c)
	312(c)	 	Inapplicable
	313(a)	 	5.04(a)
	313(b)	 	5.04(b)
	313(c)	 	5.04(a); 5.04(b)
	313(d)	 	5.04(c)
	314(a)	 	5.03; 4.06
	314(b)	 	Inapplicable
	314(c)	 	13.07
	314(d)	 	Inapplicable
	314(e)	 	13.07
	314(f)	 	Inapplicable
	315(a)	 	7.01(a); 7.03
	315(b)	 	7.02
	315(c)	 	7.01
	315(d)	 	7.01(b)
	315(e)	 	6.07; 7.07
	316(a)	 	6.06; 8.04
	316(b)	 	6.04
	316(c)	 	8.01
	317(a)	 	6.02
	317(b)	 	4.03
	318(a)	 	13.09


 


 


(1) This Cross-Reference Table does not constitute part of the Indenture
and shall not have any bearing on the interpretation of any of its terms or provisions


 






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TABLE OF CONTENTS (2)


 


	ARTICLE I DEFINITIONS	1
	 	 
	SECTION 1.01 DEFINITIONS OF TERMS	1
	 	 
	ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	4
	 	 
	SECTION 2.01 DESIGNATION AND TERMS OF SECURITIES	4
	SECTION 2.02 FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE	6
	SECTION 2.03 DENOMINATIONS: PROVISIONS FOR PAYMENT	6
	SECTION 2.04 EXECUTION AND AUTHENTICATION	7
	SECTION 2.05 REGISTRATION OF TRANSFER AND EXCHANGE	8
	SECTION 2.06 TEMPORARY SECURITIES	8
	SECTION 2.07 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES	9
	SECTION 2.08 CANCELLATION	9
	SECTION 2.09 BENEFITS OF INDENTURE	9
	SECTION 2.10 AUTHENTICATING AGENT	10
	SECTION 2.11 GLOBAL SECURITIES	10
	 	 
	ARTICLE III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	11
	 	 
	SECTION 3.01 REDEMPTION	11
	SECTION 3.02 NOTICE OF REDEMPTION	12
	SECTION 3.03 PAYMENT UPON REDEMPTION	12
	SECTION 3.04 SINKING FUND	13
	SECTION 3.05 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	13
	SECTION 3.06 REDEMPTION OF SECURITIES FOR SINKING FUND	13
	 	 
	ARTICLE IV COVENANTS	13
	 	 
	SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	13
	SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY	14
	SECTION 4.03 PAYING AGENTS	14
	SECTION 4.04 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE	15
	SECTION 4.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS	15
	SECTION 4.06 STATEMENT BY OFFICERS AS TO DEFAULT	15
	 	 
	ARTICLE V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	15
	 	 
	SECTION 5.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS	15
	SECTION 5.02 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS	15
	SECTION 5.03 REPORTS BY THE COMPANY	16
	SECTION 5.04 REPORTS BY THE TRUSTEE	16
	 	 
	ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	16
	 	 
	SECTION 6.01 EVENTS OF DEFAULT	16
	SECTION 6.02 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	18
	SECTION 6.03 APPLICATION OF MONEYS COLLECTED	19
	SECTION 6.04 LIMITATION ON SUITS	19
	SECTION 6.05 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER	20
	SECTION 6.06 CONTROL BY SECURITYHOLDERS	20


 






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	SECTION 6.07 UNDERTAKING TO PAY COSTS	20
	 	 
	ARTICLE VII CONCERNING THE TRUSTEE	21
	 	 
	SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE	21
	SECTION 7.02 NOTICE OF DEFAULTS	22
	SECTION 7.03 CERTAIN RIGHTS OF TRUSTEE	22
	SECTION 7.04 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES	23
	SECTION 7.05 MAY HOLD SECURITIES	23
	SECTION 7.06 MONEYS HELD IN TRUST	23
	SECTION 7.07 COMPENSATION AND REIMBURSEMENT	23
	SECTION 7.08 RELIANCE ON OFFICERS’ CERTIFICATE	24
	SECTION 7.09 DISQUALIFICATION; CONFLICTING INTERESTS	24
	SECTION 7.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	24
	SECTION 7.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	25
	SECTION 7.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	25
	SECTION 7.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	26
	SECTION 7.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY	27
	 	 
	ARTICLE VIII CONCERNING THE SECURITYHOLDERS	27
	 	 
	SECTION 8.01 EVIDENCE OF ACTION BY SECURITYHOLDERS	27
	SECTION 8.02 PROOF OF EXECUTION BY SECURITYHOLDERS	27
	SECTION 8.03 WHO MAY BE DEEMED OWNERS	27
	SECTION 8.04 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED	28
	SECTION 8.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS	28
	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	28
	 	 
	SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS	28
	SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS	29
	SECTION 9.03 EFFECT OF SUPPLEMENTAL INDENTURES	30
	SECTION 9.04 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES	30
	SECTION 9.05 EXECUTION OF SUPPLEMENTAL INDENTURES	30
	 	 
	ARTICLE X SUCCESSOR ENTITY	30
	 	 
	SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC	30
	SECTION 10.02 SUCCESSOR ENTITY SUBSTITUTED	31
	SECTION 10.03 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE	31
	 	 
	ARTICLE XI SATISFACTION AND DISCHARGE; DEFEASANCE	31
	 	 
	SECTION 11.01 SATISFACTION AND DISCHARGE	31
	SECTION 11.02 DEFEASANCE	32
	SECTION 11.03 DEPOSITED MONEYS TO BE HELD IN TRUST	33
	SECTION 11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS	33
	SECTION 11.05 REPAYMENT TO COMPANY	33
	 	 
	ARTICLE XII IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS	33
	 	 
	SECTION 12.01 NO RECOURSE	33
	 	 
	ARTICLE XIII MISCELLANEOUS PROVISIONS	34
	 	 
	SECTION 13.01 EFFECT ON SUCCESSORS AND ASSIGNS	34
	SECTION 13.02 ACTIONS BY SUCCESSOR	34
	SECTION 13.03 SURRENDER OF COMPANY POWERS	34
	SECTION 13.04 NOTICES	34


 






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	SECTION 13.05 GOVERNING LAW; WAIVER OF TRIAL BY JURY	34
	SECTION 13.06 TREATMENT OF SECURITIES AS DEBT	34
	SECTION 13.07 COMPLIANCE CERTIFICATES AND OPINIONS	34
	SECTION 13.08 PAYMENTS ON BUSINESS DAYS	35
	SECTION 13.09 CONFLICT WITH TRUST INDENTURE ACT	35
	SECTION 13.10 COUNTERPARTS	35
	SECTION 13.11 SEPARABILITY	35
	SECTION 13.12 ASSIGNMENT	35
	 	 
	ARTICLE XIV SUBORDINATION OF SECURITIES	36
	 	 
	SECTION 14.01 SUBORDINATION TERMS	36


 


 


 (2) This Table of Contents does not constitute
part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.


 






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INDENTURE, dated as of [__________]
[___], 20[__], between Fusion Fuel Green plc, a public company incorporated in Ireland (the “Company”), and [_____________],
a [_____________], as trustee (the “Trustee”):


 


RECITALS OF THE COMPANY


 


WHEREAS, for its lawful corporate
purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt
securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time
to time in one or more series as provided in this Indenture, as registered Securities without coupons, to be authenticated by the certificate
of the Trustee;


 


WHEREAS, to provide the terms
and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution
of this Indenture; and


 


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


 


NOW, THEREFORE, in consideration
of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed as follows for the equal
and ratable benefit of the Holders of Securities or of series thereof.


 


ARTICLE I


DEFINITIONS


 


SECTION 1.01 DEFINITIONS OF TERMS.


 


The terms defined in this
Section (except as in this Indenture otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture
and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall include the plural as
well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act, or that are by reference in
said Trust Indenture Act defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date
of the execution of this instrument.


 


“ARTICLE”, “SECTION”
or other subdivisions refer to Articles, Sections or other subdivisions of this Indenture.


 


“AUTHENTICATING AGENT”
means an authenticating agent with respect to all or any of the series of Securities appointed with respect to all or any series of the
Securities by the Trustee pursuant to Section 2.10.


 


“BANKRUPTCY LAW”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“BOARD OF DIRECTORS”
means the Board of Directors of the Company or any duly authorized committee of such Board.


 


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


 


“BUSINESS DAY”
means, with respect to any series of Securities, any day other than a Saturday or Sunday, or a day on which federal or state banking institutions
in [________], are authorized or obligated by law, executive order or regulation to close.


 


“CERTIFICATE”
means a certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of
the Company. The Certificate need not comply with the provisions of Section 13.07.


 


“COMMISSION” means
the Securities and Exchange Commission.


 


“COMPANY” means
Fusion Fuel Green plc, a public company incorporated in Ireland, and its subsidiaries, and, subject to the provisions of Article X, shall
also include its successors and assigns.


 






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“CORPORATE TRUST OFFICE”
means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered, which
office at the date hereof is located at [________________________________].


 


“COVENANT DEFEASANCE”
has the meaning given in Section 11.02.


 


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


 


“DEFAULT” means
any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


“DEFAULTED INTEREST”
has the meaning given in Section 2.03.


 


“DEPOSITARY” means,
with respect to Securities of any series, for which the Company shall determine that such Securities will be issued as a Global Security,
[________], another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or other applicable statute
or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11.


 


“EVENT OF DEFAULT”
means, with respect to Securities of a particular series any event specified in Section 6.01, continued for the period of time, if any,
therein designated.


 


“EXCHANGE ACT”
means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.


 


“GLOBAL SECURITY”
means, with respect to any series of Securities, a Security executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of the Depositary
or its nominee.


 


“GOVERNMENTAL OBLIGATIONS”
means securities that 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 that,
in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Governmental Obligation or a specific
payment of principal of or interest on any such Governmental Obligation held by such custodian for the account of the Holder of such depositary
receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable
to the Holder of such depositary receipt from any amount received by the custodian in respect of the Governmental Obligation or the specific
payment of principal of or interest on the Governmental Obligation evidenced by such depositary receipt.


 


“HEREIN”, “HEREOF”
and “HEREUNDER”, and other words of similar import, refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.


 


“INCLUDING”, unless
the context requires otherwise, means including without limitation.


 


“INDENTURE” means
this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof, including, for all purposes of this instrument and any such supplemental indenture,
the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated
by Section 2.01.


 


“INTEREST PAYMENT DATE”,
when used with respect to any installment of interest on a Security of a particular series, means the date specified in such Security
or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment
of interest with respect to Securities of that series is due and payable.


 


“LEGAL DEFEASANCE”
has the meaning given in Section 11.02.


 






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“OFFICERS’ CERTIFICATE”
means a certificate signed by the Executive Chairman, Chief Executive Officer, President or a Vice President and by the Chief Financial
Officer, Treasurer or an Assistant Treasurer or the Controller or an Assistant Controller or the Secretary or an Assistant Secretary of
the Company that is delivered to the Trustee in accordance with the terms hereof. Each such certificate shall include the statements provided
for in Section 13.07, if and to the extent required by the provisions thereof.


 


“OPINION OF COUNSEL”
means an opinion in writing of legal counsel acceptable to the Trustee, who may be an employee of or counsel for the Company that is delivered
to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 13.07, if and
to the extent required by the provisions thereof.


 


“ORIGINAL ISSUE DISCOUNT
SECURITY” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01.


 


“OUTSTANDING”,
when used with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore
canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previously
been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary
amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside
and segregated in trust by the Company (if the Company shall act as its own paying agent); provided, however, that if such Securities
or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in
Article III; or provision satisfactory to the Trustee shall have been made for giving such notice; and (c) Securities in lieu of or in
substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07; provided, however,
that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due
and payable as of such date upon acceleration of the maturity thereof to such date pursuant to Section 6.01.


 


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


 


“PREDECESSOR SECURITY”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost, destroyed
or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


“RESPONSIBLE OFFICER”
when used with respect to the Trustee means any officer assigned to the [________________] [Division / Unit] (or any successor division
or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration
of this Indenture, and for the purposes of Section 7.01(b)(ii) and Section 315(b) of the Trust Indenture Act shall also include any other
officer of the Trustee to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular
subject.


 


“SECURITIES” means
the debt securities authenticated and delivered under this Indenture.


 


“SECURITIES ACT”
means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.


 


“SECURITYHOLDER”,
“HOLDER of SECURITIES”, “REGISTERED HOLDER”, “HOLDER”, or other similar term, means the Person or
Persons in whose name or names a particular Security shall be registered on the books of the Company kept for that purpose in accordance
with the terms of this Indenture.


 


“SECURITY REGISTER”
has the meaning given in Section 2.05.


 






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“SECURITY REGISTRAR”
has the meaning given in Section 2.05.


 


“SENIOR INDEBTEDNESS”
means the principal of (and premium, if any) and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy
at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable
law) on any indebtedness of the Company, incurred or assumed, unless, in the case of any particular indebtedness, the instrument creating
or evidencing the same or pursuant to which the same is outstanding expressly provides that such indebtedness shall not be senior in right
of payment to the Securities. Notwithstanding the foregoing, “SENIOR INDEBTEDNESS” shall not include (i) any indebtedness
of the Company to a Subsidiary of the Company or any Affiliate of the Company or any of such Affiliate’s Subsidiaries, (ii) indebtedness
to, or guaranteed on behalf of, any shareholder, director, officer or employee of the Company or any Subsidiary of the Company (including,
without limitation, amounts owed for compensation), (iii) indebtedness to trade creditors and other amounts incurred in connection with
obtaining goods, materials or services, (iv) any liability for federal, state, local or other taxes owed or owing by the Company, (v)
that portion of any indebtedness incurred in violation of an incurrence test applicable to a series of the Securities, (vi) that portion
of any indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is
without recourse to the Company and (vii) that portion of any indebtedness which is, by its express terms, subordinated in right of payment
to the Securities.


 


“SUBSIDIARY” means,
with respect to any Person, (i) any corporation at least a majority of whose outstanding Voting Shares shall at the time be owned, directly
or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any general
partnership, limited liability company, joint venture or similar entity, at least a majority of whose outstanding partnership or similar
interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries
and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.


 


“TRUSTEE” means
[_____________] and, subject to the provisions of Article VII, shall also include its successors and assigns, and, if at any time there
is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee”
as used with respect to a particular series of the Securities shall mean the trustee with respect to that series.


 


“TRUST INDENTURE ACT”
means the Trust Indenture Act of 1939, as amended, subject to the provisions of Sections 9.01, 9.02, and 10.01, as in effect at the date
of execution of this instrument.


 


“VOTING SHARES”,
as applied to shares of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other
than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.


 


ARTICLE II


ISSUE, DESCRIPTION, TERMS, EXECUTION,


REGISTRATION AND EXCHANGE OF SECURITIES


 


SECTION 2.01 DESIGNATION AND TERMS OF SECURITIES.


 


The aggregate principal amount
of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series
up to the aggregate principal amount, if any, of Securities of that series from time to time authorized by or pursuant to a Board Resolution
or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall be established
in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental
hereto:


 


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


 


(2) any limit upon the aggregate
principal amount of the Securities of that series that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series);


 






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(3) the date or dates on which
the principal of the Securities of the series is payable, any original issue discount that may apply to the Securities of that series
upon their issuance, the principal amount due at maturity and the place(s) of payment;


 


(4) the rate or rates at which
the Securities of the series shall bear interest or the manner of calculation of such rate or rates, if any;


 


(5) the date or dates from
which such interest shall accrue, the Interest Payment Dates on which such interest will be payable or the manner of determination of
such Interest Payment Dates, the place(s) of payment, and the record date or other method for the determination of Holders to whom interest
is payable on any such Interest Payment Dates;


 


(6) the right, if any, to
extend the interest payment periods and the duration of such extension;


 


(7) the period or periods
within which, the price or prices at which and the terms and conditions upon which, Securities of the series may be redeemed, in whole
or in part, at the option of the Company;


 


(8) the obligation, if any,
of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions (including payments
made in cash in satisfaction of future sinking fund obligations) 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;


 


(9) any additional or different
subordination terms applicable to the Securities of the series;


 


(10) the form of the Securities
of the series, including the form of the Trustee’s certificate of authentication for such series;


 


(11) if other than denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in which the Securities of the series shall
be issuable (including denominations of foreign currency);


 


(12) any and all other terms
with respect to such series (which terms shall not be inconsistent with the terms of this Indenture);


 


(13) whether the Securities
of the series are issuable as a Global Security and, in such case, the identity of the Depositary for such series and any other or different
terms in respect of such Global Security;


 


(14) whether the Securities
of the series will be convertible into ordinary shares or other securities of the Company and, if so, the terms and conditions upon which
such Securities will be so convertible, including the conversion price and the conversion period;


 


(15) if other than the principal
amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.01;


 


(16) any additional or different
Events of Default or restrictive covenants provided for with respect to the Securities of the series;


 


(17) if applicable, that the
Securities of the series, in whole or in specified part, shall be defeasible pursuant to Section 11.02 and, if other than by a Board Resolution,
the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(18) if other than the currency
of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any
Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01, and/or the property, including
securities of the Company, in which the principal of or any premium or interest on any Securities of the series may be payable and the
terms and conditions of such payment in property, including whether at the option of the Company or the Securityholder; and


 






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(19) the terms and conditions,
if any, upon which the Company shall pay amounts in addition to the stated interest, premium, if any and principal amounts of the Securities
of the series to any Securityholder that is not a “United States person” for federal tax purposes.


 


All Securities of any one
series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to any such Board
Resolution or in any indentures supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Securities
of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates
on which such interest may be payable and with different redemption dates. Notwithstanding Section 2.01(2) and unless otherwise expressly
provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional
Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.


 


SECTION 2.02 FORM OF SECURITIES AND TRUSTEE’S
CERTIFICATE.


 


The Securities of any series
and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the tenor and purport as
set forth in one or more indentures supplemental hereto or as provided in or pursuant to a Board Resolution and as set forth in an Officers’
Certificate. The Securities may have such letters, numbers or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Securities of that series may be listed, or to conform to usage.


 


SECTION 2.03 DENOMINATIONS: PROVISIONS FOR
PAYMENT.


 


The Securities shall be issuable
as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section
2.01(11). The Securities of a particular series shall bear interest payable on the dates and at the rates specified or provided for with
respect to that series. Except as contemplated by Section 2.01(18), the principal of and the interest on the Securities of any series,
as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United
States of America that at the time is legal tender for public and private debt, at the office or agency of the Company maintained for
that purpose in [_____________]; provided, however, that at the option of the Company payment of interest may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in the Security Register. Each Security shall be dated the
date of its authentication by the Trustee. Except as contemplated by Section 2.01(4), interest on the Securities shall be computed on
the basis of a 360-day year composed of twelve 30-day months. Except as contemplated by Section 2.01(5), the interest installment on any
Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall
be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the
regular record date for such interest installment. In the event that any Security of a particular series or portion thereof is called
for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided in Section
3.03. Any interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for
Securities of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder
on the relevant regular record date by virtue of having been such Holder; and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:


 






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(1) The Company may make payment
of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following
manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security
and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted
Interest which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record
date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in
the Security Register (as hereinafter defined), not less than 10 days prior to such special record date. Notice of the proposed payment
of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such special record date.


 


(2) The Company may make payment
of any Defaulted Interest on any Securities in any other lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company
to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. Unless
otherwise set forth in a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of Securities
pursuant to Section 2.01 hereof, the term “regular record date” as used in this Section with respect to a series of Securities
with respect to any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month
in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date
is the first day of a month, or the last day of the month immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or
not such date is a Business Day. Subject to the foregoing provisions of this Section, each Security of a series delivered under this Indenture
upon transfer of or in exchange for or in lieu of any other Security of such series shall carry the rights to interest accrued and unpaid,
and to accrue, that were carried by such other Security.


 


SECTION 2.04 EXECUTION AND AUTHENTICATION.


 


The Securities shall be signed
on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested
by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may
use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President,
or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence
that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits
of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities
of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication
and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee
in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject
to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established
in conformity with the provisions of this Indenture and that such Securities, when authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity
principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.


 






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SECTION 2.05 REGISTRATION OF TRANSFER AND EXCHANGE.


 


(a) Securities of any series
may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in [_____________], for
other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient
to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered
for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the
Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.


 


(b) The Company shall keep,
or cause to be kept, at its office or agency designated for such purpose in [_____________], or such other location designated by the
Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at
all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer
of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender
for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of
the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange
or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar)
by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the
registered Holder or by such Holder’s duly authorized attorney in writing.


 


(c) No service charge shall
be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series,
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than
exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. The Company shall not be required (i)
to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of
business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof
called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.


 


SECTION 2.06 TEMPORARY SECURITIES.


 


Pending the preparation of
definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary Securities,
all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and be authenticated
by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities of such
series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series and thereupon any or
all temporary Securities of such series may be surrendered in exchange therefor (without charge to the Holders), at the office or agency
of the Company designated for the purpose in [_____________], and the Trustee shall authenticate and such office or agency shall deliver
in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be executed and furnished until further notice from the Company.
Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.


 






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SECTION 2.07 MUTILATED, DESTROYED, LOST OR
STOLEN SECURITIES.


 


In case any temporary or definitive
Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute,
and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series,
bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution
for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and
the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss
or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft
of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Security, 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. In case any Security that has matured or is about
to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize
the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall
furnish to the Company and the Trustee such security or indemnity as they may require to save them harmless, and, in case of destruction,
loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such Security and of the
ownership thereof. Every replacement Security issued pursuant to the provisions of this Section shall constitute an additional contractual
obligation of the Company whether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of
the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the
extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other securities without their surrender.


 


SECTION 2.08 CANCELLATION.


 


All Securities surrendered
for the purpose of payment, redemption, exchange or registration of transfer shall, if surrendered to the Company or any paying agent,
be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be
issued in lieu thereof except as expressly required or permitted by any of the provisions of this Indenture. On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company canceled Securities held by the Trustee. In the absence of such
request the Trustee may dispose of canceled Securities in accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.


 


SECTION 2.09 BENEFITS OF INDENTURE.


 


Nothing in this Indenture
or in the Securities, express or implied, shall give or be construed to give to any Person, other than the parties hereto and the Holders
of the Securities (and, with respect to the provisions of Article XIV, the holders of Senior Indebtedness) any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and of the Holders of the Securities (and, with respect to
the provisions of Article XIV, the holder of Senior Indebtedness).


 






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SECTION 2.10 AUTHENTICATING AGENT.


 


So long as any of the Securities
of any series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities which the Trustee shall
have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of
such series issued upon exchange, transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this
Indenture to the authentication of Securities by the Trustee shall be deemed to include authentication by an Authenticating Agent for
such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus,
as most recently reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it
is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject
to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance
with these provisions, it shall resign immediately. Any Authenticating Agent may at any time resign by giving written notice of resignation
to the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation
of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company.
Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto. Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business
of an Authenticating Agent, shall continue to be an Authenticating Agent, provided that such corporation shall be otherwise eligible under
this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


SECTION 2.11 GLOBAL SECURITIES.


 


(a) If the Company shall establish
pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute
and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that


 


(1) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of, all or a portion of the Outstanding Securities of such series,


 


(2) shall be registered in
the name of the Depositary or its nominee,


 


(3) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary’s instruction, and


 


(4) shall bear a legend substantially
to the following effect: “Except as otherwise provided in Section 2.11 of the Indenture, this Security may be transferred, in whole
but not in part, only to the Depositary, another nominee of the Depositary or to a successor Depositary or to a nominee of such successor
Depositary.”


 


(b) Notwithstanding the provisions
of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05,
only to the Depositary for such series, another nominee of the Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor Depositary.


 






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(c) If at any time the Depositary
for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at
any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Securities
of such series and the Company will execute, and subject to Section 2.05, the Trustee will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to
the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section
2.11 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.05, the Trustee,
upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Securities
of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security
for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be canceled
by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.11(c)
shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery
to the Persons in whose names such Securities are so registered.


 


(d) None of the Trustee, the
Security Registrar or any paying agent shall have any responsibility or obligation to any beneficial owner in a Global Security, a member
of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or
of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or
the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Securityholders
and all payments to be made to Securityholders under the Securities and this Indenture shall be given or made only to or upon the order
of the registered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial
owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee, the Security
Registrar and any paying agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary
with respect to its members, participants and any beneficial owners. The Trustee, the Security Registrar and any paying agent shall be
entitled to deal with any depositary (including the Depositary), and any nominee thereof, that is the registered holder of any Global
Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and
interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership
interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof.
None of the Trustee, the Security Registrar or any paying agent shall have any responsibility or liability for any acts or omissions of
any such depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial
ownership interests in respect of any such Global Security, for any transactions between such depositary and any participant in such depositary
or between or among any such depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Security,
or for any transfers of beneficial interests in any such Global Security.


 


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


 


ARTICLE III


REDEMPTION OF SECURITIES AND SINKING FUND


PROVISIONS


 


SECTION 3.01 REDEMPTION.


 


The Company may redeem the
Securities of any series issued hereunder on and after the dates and in accordance with the terms established for such series pursuant
to Section 2.01 hereof.


 






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SECTION 3.02 NOTICE OF REDEMPTION.


 


(a) In case the Company shall
desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right
reserved so to do, the Company shall (upon five Business Days prior notice to the Trustee, unless a shorter notice period shall be acceptable
to the Trustee), or shall cause the Trustee to, give notice of such redemption to Holders of the Securities of such series to be redeemed
by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 90 days before the date fixed
for redemption of that series to such Holders at their last addresses as they shall appear upon the Security Register unless a shorter
period is specified in the Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed
to have been duly given, whether or not the registered Holder receives the notice. In any case, failure duly to give such notice to the
Holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the
validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption
of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction.
Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series
are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office
or agency of the Company in [_____________], upon presentation and surrender of such Securities, that interest accrued to the date fixed
for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption
is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the Holders
of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any
Security is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security or Securities of
such series in principal amount equal to the unredeemed portion thereof will be issued.


 


(b) If less than all the Securities
of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption
as to the aggregate principal amount of Securities of the series to be redeemed, and thereupon the Trustee shall select, by lot or in
such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions
(equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount of such Securities of a denomination
larger than $1,000, the Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Securities
to be redeemed, in whole or in part. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf
by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular
series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company
or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of redemption is to be given
by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee
or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom,
sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.


 


SECTION 3.03 PAYMENT UPON REDEMPTION.


 


(a) If the giving of notice
of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified
in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities shall cease to accrue
on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price and accrued interest
with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for
redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price
for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an Interest
Payment Date, the interest installment payable on such date shall be payable to the registered Holder at the close of business on the
applicable record date pursuant to Section 2.03).


 






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(b) Upon presentation of any
Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate and the office
or agency where the Security is presented shall deliver to the Holder thereof, at the expense of the Company, a new Security of the same
series of authorized denominations in principal amount equal to the unredeemed portion of the Security so presented.


 


SECTION 3.04 SINKING FUND.


 


The provisions of Sections
3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified
as contemplated by Section 2.01 for Securities of such series. The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such
minimum amount provided for by the terms of Securities of any 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 3.05. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms
of Securities of such series.


 


SECTION 3.05 SATISFACTION OF SINKING FUND PAYMENTS
WITH SECURITIES.


 


The Company,


 


(1) may deliver Outstanding
Securities of a series (other than any Securities previously called for redemption) and


 


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


 


SECTION 3.06 REDEMPTION OF SECURITIES FOR SINKING
FUND.


 


Not less than 45 days 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 sinking fund payment for that series pursuant to the terms of the series, the portion thereof,
if any, that is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.05 and the basis for such
credit and will, together with such Officers’ Certificate, deliver to the Trustee any Securities to be so delivered. Not less than
30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 3.02 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 3.02. Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 3.03.


 


ARTICLE IV


COVENANTS


 


SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM
AND INTEREST.


 


The Company will duly and
punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities of each series at the time and
place and in the manner provided herein and established with respect to such Securities.


 






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SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY.


 


So long as any series of the
Securities remain Outstanding, the Company agrees to maintain an office or agency in [_____________], with respect to each such series
and at such other location or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series may
be presented for payment, (ii) Securities of that series may be presented as herein above authorized for registration of transfer and
exchange, and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given
or served, such designation to continue with respect to such office or agency until the Company shall, by written notice signed by its
President or a Vice President and delivered to the Trustee, designate some other office or agency in [_____________] for such purposes
or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands.


 


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


 


SECTION 4.03 PAYING AGENTS.


 


(a) If the Company shall appoint
one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent
to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this
Section:


 


(1) that it will hold all
sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether
such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled
thereto;


 


(2) that it will give the
Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and
premium, if any) or interest on the Securities of that series when the same shall be due and payable;


 


(3) that it will, at any
time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such paying agent; and


 


(4) that it will perform
all other duties of paying agent as set forth in this Indenture.


 


(b) If the Company shall act
as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium,
if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto
a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any
failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents
for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities
of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent
is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act.


 


(c) Notwithstanding anything
in this Section to the contrary,


 


(1) the agreement to hold
sums in trust as provided in this Section is subject to the provisions of Section 11.05, and


 






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


 


SECTION 4.04 APPOINTMENT TO FILL VACANCY IN
OFFICE OF TRUSTEE.


 


The Company, whenever necessary
to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.11, a Trustee, so that there shall
at all times be a Trustee hereunder.


 


SECTION 4.05 COMPLIANCE WITH CONSOLIDATION
PROVISIONS.


 


The Company will not, while
any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case where the Company is not the
survivor of such transaction, or sell, convey, transfer or otherwise dispose of its property as an entirety or substantially as an entirety,
to any other Person unless the provisions of Article X hereof are complied with.


 


SECTION 4.06 STATEMENT BY OFFICERS AS TO DEFAULT.


 


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


 


ARTICLE V


SECURITYHOLDERS’ LISTS AND REPORTS BY


THE COMPANY AND THE TRUSTEE


 


SECTION 5.01 COMPANY TO FURNISH TRUSTEE NAMES
AND ADDRESSES OF SECURITYHOLDERS.


 


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


 


(1) not more than 15 days
after each regular record date (as defined in Section 2.03) a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of each series of Securities as of such regular record date, provided that the Company shall not be obligated
to furnish or cause to furnish such list at any time that the list shall not differ in any respect from the most recent list furnished
to the Trustee by the Company; and


 


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


 


SECTION 5.02 PRESERVATION OF INFORMATION; COMMUNICATIONS
WITH SECURITYHOLDERS.


 


(a) The Trustee shall preserve,
in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders of Securities contained
in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of Holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such capacity).


 


(b) The Trustee may destroy
any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.


 


(c) Securityholders may communicate
as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights under this Indenture
or under the Securities.


 






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SECTION 5.03 REPORTS BY THE COMPANY.


 


(a) The Company covenants
and agrees to file with the Trustee, within 15 days after the Company has filed the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) that the Company may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections,
then to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and reports that may be required pursuant to Section 13 of the Exchange
Act, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules
and regulations.


 


(b) The Company covenants
and agrees to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from to time by the Commission,
such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and regulations.


 


(c) The Company covenants
and agrees to transmit by mail, first class postage prepaid, or reputable overnight delivery service that provides for evidence of receipt,
to the Securityholders, as their names and addresses appear upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and
(b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.


 


(d) Delivery of reports, information
and documents to the Trustee under this Section 5.03 is for informational purposes only and the Trustee’s receipt of the foregoing
shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its respective covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates, except as otherwise provided herein).


 


SECTION 5.04 REPORTS BY THE TRUSTEE.


 


(a) On or before July 15 in
each year in which any of the Securities are Outstanding, the Trustee shall transmit by mail, first class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register, a brief report dated as of the preceding May 15, if and to the extent
required under Section 313(a) of the Trust Indenture Act.


 


(b) The Trustee shall comply
with Section 313(b) and 313(c) of the Trust Indenture Act.


 


(c) A copy of each such report
shall, at the time of such transmission to Securityholders, be filed by the Trustee with the Company, with each stock exchange upon which
any Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee when any Securities become
listed on any stock exchange.


 


ARTICLE VI


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON


EVENT OF DEFAULT


 


SECTION 6.01 EVENTS OF DEFAULT.


 


(a) Whenever used herein with
respect to Securities of a particular series, “Event of Default” means any one or more of the following events that has occurred
and is continuing (whatever the reason for such Event of Default and whether it shall be occasioned by the subordination provisions of
Article XIV or other subordination provisions applicable to a series of Securities or be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body):


 


(1) the Company defaults
in the payment of any installment of interest upon any of the Securities of that series, as and when the same shall become due and payable,
and continuance of such default for a period of 90 days; provided, however, that a valid extension of an interest payment period by the
Company in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of interest for
this purpose;


 






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(2) the Company defaults
in the payment of the principal of (or premium, if any, on) any of the Securities of that series as and when the same shall become due
and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous
fund established with respect to that series; provided, however, that a valid extension of the maturity of such Securities in accordance
with the terms of any indenture supplemental hereto shall not constitute a default in the payment of principal or premium, if any;


 


(3) the Company fails to
observe or perform any other of its covenants or agreements with respect to that series contained in this Indenture or otherwise established
with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement that has been expressly
included in this Indenture solely for the benefit of one or more series of Securities other than such series) for a period of 90 days
after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice
of Default” hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the Securities of that series at the time Outstanding;


 


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


 


	 	(i)	commences a voluntary case,
	 	 	 
	 	(ii)	consents to the entry of an order for relief against it in an involuntary case,
	 	 	 
	 	(iii)	consents to the appointment of a Custodian of it or for all or substantially all of its property, or
	 	 	 
	 	(iv)	makes a general assignment for the benefit of its creditors; or


 


(5) a court of competent jurisdiction
enters an order under any Bankruptcy Law that


 


	 	(i)	is for relief against the Company in an involuntary case,
	 	 	 
	 	(ii)	appoints a Custodian of the Company for all or substantially all of its property, or
	 	 	 
	 	(iii)	orders the liquidation of the Company, and the order remains unstayed and in effect for 90 days.


 


(b) In each and every such
case, unless the principal of all the Securities of that series shall have already become due and payable, either the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Securityholders), may declare the principal of all the Securities of that series to be
due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, notwithstanding
anything contained in this Indenture or in the Securities of that series or established with respect to that series pursuant to Section
2.01 to the contrary.


 


(c) At any time after the
principal of the Securities of that series shall have been so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided, the Holders of a majority in aggregate principal amount
of the Securities of that series then Outstanding hereunder, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:


 


(1) the Company has paid
or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of that series and
the principal of (and premium, if any, on) any and all Securities of that series that shall have become due otherwise than by acceleration
(with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon
overdue installments of interest, at the rate per annum expressed in the Securities of that series to the date of such payment or deposit)
and the amount payable to the Trustee under Section 7.07, and






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(2) any and all Events of
Default under the Indenture with respect to such series, other than the nonpayment of principal on Securities of that series that shall
not have become due by their terms, shall have been remedied or waived as provided in Section 6.06. No such rescission and annulment shall
extend to or shall affect any subsequent default or impair any right consequent thereon.


 


(d) In case the Trustee shall
have proceeded to enforce any right with respect to Securities of that series under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case, subject to any determination in such proceedings, the Company, and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall
continue as though no such proceedings had been taken.


 


SECTION 6.02 COLLECTION OF INDEBTEDNESS AND
SUITS FOR ENFORCEMENT BY TRUSTEE.


 


(a) The Company covenants
that


 


(1) in case it shall default
in the payment of any installment of interest on any of the Securities of a series, as and when the same shall have become due and payable,
and such default shall have continued for a period of 90 days, or


 


(2) in case it shall default
in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and
payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration, pursuant to any sinking or analogous
fund established with respect to that series or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for
the benefit of the Holders of the Securities of that series, the whole amount that then shall have been become due and payable on all
such Securities for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal
(and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments
of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.07.


 


(b) If the Company shall fail
to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and
empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other
obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or other obligor upon the Securities of that series, wherever situated.


 


(c) In case of any receivership,
insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company,
or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted
by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents
as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of Securities of such series allowed for
the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional
amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable
or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.07;
and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Holders of Securities of such
series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly
to such Securityholders, to pay to the Trustee any amount due it under Section 7.07.






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(d) All rights of action and
of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series, may be enforced
by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto,
and any such suit or 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 payment to the Trustee of any amounts due under Section 7.07, be for the ratable benefit of the
Holders of the Securities of such series. In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing contained herein shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities of that series or the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Securityholder in any such proceeding.


 


SECTION 6.03 APPLICATION OF MONEYS COLLECTED.


 


Any moneys collected by the
Trustee pursuant to this Article with respect to a particular series of Securities and any money or other property distributable in respect
of the company’s obligations under this Indenture after an Event of Default shall be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest,
upon presentation of the Securities of that series, and notation thereon of the payment, if only partially paid, and upon surrender thereof
if fully paid:


 


FIRST: To the payment of costs
and expenses of collection and of all amounts payable to the Trustee (including any predecessor Trustee) under Section 7.07;


 


SECOND: To the payment of
all Senior Indebtedness of the Company if and to the extent required by Article XIV or other subordination provisions applicable with
respect to such series; and


 


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


 


SECTION 6.04 LIMITATION ON SUITS.


 


No Holder of any Security
of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless


 


(1) such Holder previously
shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Securities of
such series specifying such Event of Default, as hereinbefore provided;


 


(2) the Holders of not less
than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee hereunder;


 


(3) such Holder or Holders
shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby; and


 


(4) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding and


 


(5) during such 60-day period,
the Holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent with the
request.






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Notwithstanding anything contained
herein to the contrary, the right of any Holder of any Security to receive payment of the principal of (and premium, if any) and interest
on such Security, as therein provided, on the respective due dates expressed in such Security (or in the case of redemption, on the redemption
date), or to institute suit for the enforcement of any such payment on or after such respective dates or redemption date, shall not be
impaired or affected without the consent of such Holder and by accepting a Security hereunder it is expressly understood, intended and
covenanted by the taker and Holder of every Security of such series with every other such taker and Holder and the Trustee, that no one
or more Holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of the Holders of any other of such Securities, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities of such series. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


SECTION 6.05 RIGHTS AND REMEDIES CUMULATIVE;
DELAY OR OMISSION NOT WAIVER.


 


(a) Except as otherwise provided
in Section 2.07, all powers and remedies given by this Article to the Trustee or to the Securityholders shall, to the extent permitted
by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the Holders of the Securities,
by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture
or otherwise established with respect to such Securities.


 


(b) No delay or omission of
the Trustee or of any Holder of any of the Securities to exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or on acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.


 


SECTION 6.06 CONTROL BY SECURITYHOLDERS.


 


The Holders of a majority
in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.01, 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 such series; provided, however, that such direction shall not be in conflict
with any rule of law or with this Indenture or be unduly prejudicial to the rights of Holders of Securities of any other series at the
time Outstanding determined in accordance with Section 8.01. Subject to the provisions of Section 7.01, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine
that the proceeding so directed would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount
of the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.01, may on behalf of
the holders of all of the Securities of such series waive any past default in the performance of any of the covenants contained herein
or established pursuant to Section 2.01 with respect to such series and its consequences, except a default in the payment of the principal
of (or premium, if any) or interest on, any of the Securities of that series as and when the same shall become due by the terms of such
Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments of
interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c)) or in respect of a covenant
or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security
affected. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.






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SECTION 6.07 UNDERTAKING TO PAY COSTS.


 


All parties to this Indenture
agree, and each Holder of any Securities by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken 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 Trustee, to any suit instituted by any Securityholder, or
group of Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security
of such series, on or after the respective due dates expressed in such Security or established pursuant to this Indenture.


 


ARTICLE VII


CONCERNING THE TRUSTEE


 


SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES
OF TRUSTEE.


 


(a) The Trustee, prior to
the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect
to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such
duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture
against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived),
the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.


 


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


 


(1) prior to the occurrence
of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect
to that series that may have occurred: the duties and obligations of the Trustee shall with respect to the Securities of such series be
determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such
series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and in the absence of bad faith on the part of the Trustee, the
Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirement of this
Indenture;


 


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


 


(3) the Trustee shall not
be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders
of not less than a majority in principal amount of the Securities of any series at the time Outstanding 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 that series; and


 


(4) this Subsection shall
not be construed to limit the effect of Subsection (c) of this Section 7.01.


 


(c) None of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 


(d) The Trustee shall not
be deemed to have notice of or be charged with having knowledge of any Default or Event of Default with respect to any series of Securities,
except Events of Default under Section 6.01(a)(1) or (a)(2), if and so long as it is acting as paying agent with respect to the Securities
of such series, unless written notice of such Default Event or Event of Default, as the case may be, is received by the Trustee at the
Corporate Trust Office of the Trustee from the Company or any Holder of Securities of such series, and such notice references the Securities
and this Indenture.


 


(e) Whether or not expressly
so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section 7.01.






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SECTION 7.02 NOTICE OF DEFAULTS.


 


If a Default occurs hereunder
with respect to Securities of any series and is known to a Responsible Officer of the Trustee, the Trustee shall give the Holders of Securities
of such series notice of such Default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of
any Default of the character specified in clause (3) of Section 6.01(a) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof.


 


SECTION 7.03 CERTAIN RIGHTS OF TRUSTEE.


 


Except as otherwise provided
in Section 7.01:


 


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


 


(b) Any request, direction,
order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an instrument signed in the name
of the Company, by the President or any Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer thereof (unless other evidence in respect thereof is specifically prescribed herein);


 


(c) The Trustee may consult
with counsel 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 or suffered or omitted hereunder in good faith and in reliance thereon;


 


(d) The Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the Securities
(that has not been cured or waived) to exercise with respect to Securities of that series such of the rights and powers vested in it by
this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs;


 


(e) The Trustee shall not
be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Indenture;


 


(f) The Trustee shall not
be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, security, or other papers or documents; and


 


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


 


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






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(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 Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture;


 


(k) the permissive right of
the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty;


 


(l) anything in this Indenture
notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including but not limited to loss of profit), even if the Company or Guarantor has been advised as to the likelihood of such loss or
damage and regardless of the form of action;


 


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


 


SECTION 7.04 TRUSTEE NOT RESPONSIBLE FOR RECITALS
OR ISSUANCE OR SECURITIES.


 


(a) The recitals contained
herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness
of the same.


 


(b) The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities.


 


(c) The Trustee shall not
be accountable for the use or application by the Company of any of the Securities or of the proceeds of such Securities, or for the use
or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established pursuant to Section
2.01, or for the use or application of any moneys received by any paying agent other than the Trustee.


 


SECTION 7.05 MAY HOLD SECURITIES.


 


The Trustee or any paying
agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights
it would have if it were not Trustee, paying agent or Security Registrar.


 


SECTION 7.06 MONEYS HELD IN TRUST.


 


Subject to the provisions
of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes
for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under
no liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon.


 


SECTION 7.07 COMPENSATION AND REIMBURSEMENT.


 


(a) The Company covenants
and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust), as the Company, and the Trustee may from time to time
agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its gross negligence or willful
misconduct. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any loss, damage, claims liability or expense incurred without gross negligence or willful misconduct on the part of
the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim whether asserted by the Company, any Securityholder or any other Person or liability including the
compensation and expense of counsel in connection with the exercise or performance of any of its powers or duties hereunder.






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(b) The obligations of the
Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of
the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the
Holders of particular Securities.


 


(c) To the extent permitted
by law, any compensation due or expense incurred by the Trustee after a default specified in or pursuant to Section 6.01 is intended to
constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of
this Section 7.07 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of
any other Trustee under this Section 7.07.


 


(d) The provisions of this
Section 7.07 shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any reason, or the
earlier resignation or removal of the Trustee and shall apply with equal force and effect to the Trustee in its capacity as Authenticating
Agent, Security Registrar or paying agent.


 


SECTION 7.08 RELIANCE ON OFFICERS’ CERTIFICATE.


 


Except as otherwise provided
in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that
a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee and such certificate, in the absence
of negligence or bad faith on the part of the Trustee, shall be full warranty to the Trustee for any action taken, suffered or omitted
to be taken by it under the provisions of this Indenture upon the faith thereof.


 


SECTION 7.09 DISQUALIFICATION; CONFLICTING
INTERESTS.


 


If the Trustee has or shall
acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company
shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act, subject to the penultimate paragraph thereof.
For purposes of Section 310(b)(i) of the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee
in respect of the Securities of any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in
respect of the Securities of any other series.


 


SECTION 7.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.


 


There shall at all times be
a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under
the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or other Person
permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial,
or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may
not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee.
In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.11.






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SECTION 7.11 RESIGNATION AND REMOVAL; APPOINTMENT
OF SUCCESSOR.


 


(a) The Trustee or any successor
hereafter appointed, may at any time resign with respect to the Securities of one or more series by giving written notice thereof to the
Company and by transmitting notice of resignation by mail, first class postage prepaid, to the Securityholders of such series, as their
names and addresses appear upon the Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a
successor trustee with respect to Securities of such series by written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Securities of such
series, or any Securityholder of that series who has been a bona fide Holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may
thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


(b) In case at any time any
one of the following shall occur:


 


(1) the Trustee shall fail
to comply with the provisions of Section 7.09 after written request therefor by the Company or by any Securityholder who has been a bona
fide Holder of a Security or Securities for at least six months; or


 


(2) the Trustee shall cease
to be eligible in accordance with the provisions of Section 7.10 and shall fail to resign after written request therefor by the Company
or by any such Securityholder; or


 


(3) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the
Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Company may remove
the Trustee with respect to all Securities and appoint a successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or,
unless, in the case of a failure to comply with Section 7.09, the Trustee’s duty to resign is stayed as provided in the penultimate
paragraph of Section 310(b) of the Trust Indenture Act, any Securityholder who has been a bona fide Holder of a Security or Securities
for at least six months may, on behalf of that Holder and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


(c) The Holders of a majority
in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove the Trustee with respect
to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such series with the consent of the
Company.


 


(d) Any resignation or removal
of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant to any of the provisions of
this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.12.


 


(e) Any successor trustee
appointed pursuant to this Section may be appointed with respect to the Securities of one or more series or all of such series, and at
any time there shall be only one Trustee with respect to the Securities of any particular series.


 


SECTION 7.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.


 


(a) In case of the appointment
hereunder of a successor trustee with respect to all Securities, every such successor trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the
rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property
and money held by such retiring Trustee hereunder, subject nevertheless to the lien provided for in Section 7.07.






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(b) In case of the appointment
hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee
and each successor trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which


 


(1) shall contain such provisions
as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee
relates,


 


(2) shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and


 


(3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no Trustee shall be responsible for any act or failure to act on the part of
any other Trustee hereunder; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no further responsibility for the exercise of rights and powers
or for the performance of the duties and obligations vested in the Trustee under this Indenture, and each such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such successor trustee relates; but, on request of the Company or
any successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor trustee, to the extent contemplated
by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor trustee relates, subject nevertheless to the lien provided for in Section 7.07.


 


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


 


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


 


(e) Upon acceptance of appointment
by a successor trustee as provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail,
first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register. If the Company fails
to transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such
notice to be transmitted at the expense of the Company.


 


SECTION 7.13 MERGER, CONVERSION, CONSOLIDATION
OR SUCCESSION TO BUSINESS.


 


Any Person into which the
Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided that such Person shall be qualified under the provisions of Section 7.09 and
eligible under the provisions of Section 7.10, without the execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 






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SECTION 7.14 PREFERENTIAL COLLECTION OF CLAIMS
AGAINST THE COMPANY.


 


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


 


ARTICLE VIII


CONCERNING THE SECURITYHOLDERS


 


SECTION 8.01 EVIDENCE OF ACTION BY SECURITYHOLDERS.


 


Whenever in this Indenture
it is provided that the Holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action the Holders of such majority or specified percentage of that series
have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such Holders of Securities
of that series in Person or by agent or proxy appointed in writing. If the Company shall solicit from the Securityholders of any series
any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by
an Officers’ Certificate, fix in advance a record date for such series for the determination of Securityholders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to
be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of Outstanding Securities of that
series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action,
and for that purpose the Outstanding Securities of that series shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the record date.


 


SECTION 8.02 PROOF OF EXECUTION BY SECURITYHOLDERS.


 


Subject to the provisions
of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his agent
or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


(a) The fact and date of the
execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.


 


(b) The ownership of Securities
shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof.


 


(c) The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem necessary.


 


SECTION 8.03 WHO MAY BE DEEMED OWNERS.


 


Prior to the due presentment
for registration of transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat
the Person in whose name such Security shall be registered upon the books of the Company as the absolute owner of such Security (whether
or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of the principal of (and premium, if any) and (subject to Section 2.03)
interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary.






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SECTION 8.04 CERTAIN SECURITIES OWNED BY COMPANY
DISREGARDED.


 


In determining whether the
Holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent or waiver
under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series
or by any Person directly or indirectly controlling or controlled by or under common control with the Company or any other obligor on
the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities
of such series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. The Securities so owned
that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor.
In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.


 


SECTION 8.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS.


 


At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the majority or percentage
in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any
Holder of a Security of that series that is shown by the evidence to be included in the Securities the Holders of which have consented
to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security, and of any Security issued in exchange therefor, on registration
of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any
action taken by the Holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified
in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the Holders of all the
Securities of that series.


 


ARTICLE IX


SUPPLEMENTAL INDENTURES


 


SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT
THE CONSENT OF SECURITYHOLDERS.


 


In addition to any supplemental
indenture otherwise authorized by this Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent
of the Securityholders, for one or more of the following purposes:


 


(1) to cure any ambiguity,
defect, or inconsistency herein, in the Securities of any series;


 


(2) to comply with Article
X;


 


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


 


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


 


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






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(6) to make any change that
does not adversely affect the rights of any Securityholder in any material respect;


 


(7) to provide for the issuance
of and establish the form and terms and conditions of the Securities of any series as provided in Section 2.01, to establish the form
of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights
of the Holders of any series of Securities; or


 


(8) to evidence and provide
for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to
or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 7.12.


 


The Trustee is hereby authorized
to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture
authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the Holders of any
of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.


 


SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT
OF SECURITYHOLDERS.


 


With the consent (evidenced
as provided in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) 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 not covered by Section 9.01 the
rights of the Holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holders of each Security then Outstanding and affected thereby:


 


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


 


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


 


(3) modify any of the provisions
of this Section or Section 6.06 relating to waivers of default, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references
to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements
of Sections 7.12 and 9.01(8); or


 


(4) modify the provisions
of this Indenture with respect to the subordination of such Security in a manner adverse to the holder thereof.






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A supplemental indenture which
changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one
or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.
It shall not be necessary for the consent of the Securityholders of any series affected thereby under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.


 


SECTION 9.03 EFFECT OF SUPPLEMENTAL INDENTURES.


 


Upon the execution of any
supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture shall, with respect to such series,
be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders of Securities of the series affected thereby shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


 


SECTION 9.04 SECURITIES AFFECTED BY SUPPLEMENTAL
INDENTURES.


 


Securities of any series,
affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions
of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of
any exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors of the Company, to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee
and delivered in exchange for the Securities of that series then Outstanding.


 


SECTION 9.05 EXECUTION OF SUPPLEMENTAL INDENTURES.


 


Upon the request of the Company,
accompanied by its Board Resolutions authorizing the execution of any supplemental indenture, and upon the filing with the Trustee of
evidence of any requisite consents of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company
in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental
indenture. The Trustee, subject to the provisions of Section 7.01, shall be entitled to receive an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article
and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof.


 


Promptly after the execution
by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall transmit by
mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders
of all series affected thereby as their names and addresses appear upon the Security Register. Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 


ARTICLE X


SUCCESSOR ENTITY


 


SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC.


 


Nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether
or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall
be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor
or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company or its
successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that,
upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer
or other disposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of
all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance of
all the covenants and conditions of this Indenture or established with respect to each series of Securities pursuant to Section 2.01 to
be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the
Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed
by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.






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SECTION 10.02 SUCCESSOR ENTITY SUBSTITUTED.


 


(a) In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition and upon the assumption by any successor entity by supplemental indenture, executed
and delivered to the Trustee of the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities
of all series Outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture or established
with respect to each series of the Securities pursuant to Section 2.01 to be performed by the Company, such successor entity shall succeed
to and be substituted for the Company with the same effect as if it had been named as the Company herein, and thereupon the predecessor
company, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


(b) In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition such changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.


 


(c) Nothing contained in this
Article shall require any action by the Company in the case of a consolidation or merger of any Person into the Company where the Company
is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of all or any part of the property of
any other Person (whether or not affiliated with the Company).


 


SECTION 10.03 EVIDENCE OF CONSOLIDATION, ETC.
TO TRUSTEE.


 


The Trustee, subject to the
provisions of Section 7.01, shall be entitled to receive an Opinion of Counsel and an Officers’ Certificate as conclusive evidence
that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions
of this Article.


 


ARTICLE XI


SATISFACTION AND DISCHARGE; DEFEASANCE


 


SECTION 11.01 SATISFACTION AND DISCHARGE.


 


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


 


(1) either (A) all Securities
of that series theretofore authenticated and delivered (other than (i) any Securities that shall have been destroyed, lost or stolen and
that shall have been replaced or paid as provided in Section 2.07 and (ii) Securities for whose payment money or noncallable Governmental
Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 11.05) have been delivered to the Trustee for cancellation; or (B) all Securities
of such series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will by their terms
become due and payable within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee as trust funds
in trust for the purpose (x) moneys in an amount, or (y) noncallable Governmental Obligations the scheduled principal of and interest
on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (z) a combination
thereof, sufficient, in the case of (y) or (z), 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, at maturity or upon redemption, all Securities of that
series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become
due to such date of maturity or date fixed for redemption, as the case may be;


 



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


 


(3) the Company has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture with respect to such series of Securities have been complied with. Notwithstanding
the satisfaction and discharge of this Indenture with respect to a series of Securities, the obligations of the Trustee under Section
7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (y) of clause (1) of this Section, the obligations
of the Trustee under Sections 11.03 and 11.05 shall survive.


 


SECTION 11.02 DEFEASANCE.


 


The Company may, at its option
and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its
obligations discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the
rights of Holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments
are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect to such series of Securities
concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost
or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and
immunities of the Trustee and the Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this
Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect
to covenants provided with respect to such series of Securities under Section 2.01(16), 9.01(4) and 9.01(7) of this Indenture (“Covenant
Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with
respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to
the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities.


 


In order to exercise either
Legal Defeasance or Covenant Defeasance:


 


(1) the Company must irrevocably
deposit with the Trustee, in trust, for the benefit of the Holders of such series, (A) moneys in an amount, or (B) noncallable Governmental
Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date
of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C), 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,
at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for
payment thereof or on the applicable redemption date, as the case may be;


 


(2) in the case of Legal Defeasance,
the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of
such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred;


 


(3) in the case of Covenant
Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of such series of Securities
will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance
had not occurred;






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(4) no Default or Event of
Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of
Section 6.01(a) with respect to the Securities of such series are concerned, at any time in the period ending on the 91st day after the
date of deposit;


 


(5) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided
for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and


 


(6) if such series of Securities
are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption
shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.


 


SECTION 11.03 DEPOSITED MONEYS TO BE HELD IN
TRUST.


 


All moneys or Governmental
Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as
due, either directly or through any paying agent (including the Company acting as its own paying agent), to the Holders of the particular
series of Securities for the payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee.
Funds held pursuant to this Section with respect to any series of Securities shall not be subject to the claims of the holders of Senior
Indebtedness with respect to such series, provided, that at the time of the deposit of such funds with the Trustee under this Article,
no event had occurred that would, under the subordination provisions related to such series, require that any payment to be made to the
holders of such Securities be paid or paid over to the holders of such Senior Indebtedness.


 


SECTION 11.04 PAYMENT OF MONEYS HELD BY PAYING
AGENTS.


 


In connection with the satisfaction
and discharge of this Indenture all moneys or Governmental Obligations then held by any paying agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability
with respect to such moneys or Governmental Obligations.


 


SECTION 11.05 REPAYMENT TO COMPANY.


 


Any moneys or Governmental
Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of (or premium,
if any) or interest on the Securities of a particular series that are not applied but remain unclaimed by the Holders of such Securities
for at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively
become due and payable, shall be repaid to the Company on May 31 of each year or (if then held by the Company) shall be discharged from
such trust; and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such moneys or
Governmental Obligations, and the Holder of any of the Securities entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof.


 


ARTICLE XII


IMMUNITY OF INCORPORATORS, SHAREHOLDERS,


OFFICERS AND DIRECTORS


 


SECTION 12.01 NO RECOURSE.


 


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






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ARTICLE XIII


MISCELLANEOUS PROVISIONS


 


SECTION 13.01 EFFECT ON SUCCESSORS AND ASSIGNS.


 


All the covenants, stipulations,
promises and agreements in this Indenture contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed
or not.


 


SECTION 13.02 ACTIONS BY SUCCESSOR.


 


Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the corresponding board, committee or officer of any entity that shall at the
time be the lawful successor of the Company.


 


SECTION 13.03 SURRENDER OF COMPANY POWERS.


 


The Company by instrument in
writing executed by authority of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the Company,
and thereupon such power so surrendered shall terminate both as to the Company and as to any successor entity.


 


SECTION 13.04 NOTICES.


 


Except as otherwise expressly
provided herein, any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee
or by the Holders of Securities to or on the Company may be given or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company with the Trustee), as follows: 10 Earlsfort Terrace, Dublin
2, D02 T380, Ireland. Any notice, election, request or demand by the Company or any Securityholder to or upon the Trustee shall be deemed
to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.


 


SECTION 13.05 GOVERNING LAW; WAIVER OF TRIAL
BY JURY.


 


This Indenture and each Security
shall be deemed to be a contract made under the internal laws of the State of [____________], and for all purposes shall be construed
in accordance with the laws of said State.


 


EACH PARTY HERETO, AND EACH
HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION RELATING TO THE TRUSTEE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS INDENTURE


 


SECTION 13.06 TREATMENT OF SECURITIES AS DEBT.


 


It is intended that the Securities
will be treated as indebtedness and not as equity for federal income tax purposes. The provisions of this Indenture shall be interpreted
to further this intention.


 


SECTION 13.07 COMPLIANCE CERTIFICATES AND OPINIONS.


 


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






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(b) Each certificate or opinion
provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture
shall include


 


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


 


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


 


(3) a statement that, in
the opinion of such 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


 


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


 


SECTION 13.08 PAYMENTS ON BUSINESS DAYS.


 


Except as provided pursuant
to Section 2.01, by or pursuant to a Board Resolution, and as set forth in an Officers’ Certificate or established in one or more
indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date
of redemption of any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) may be made on
the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest
shall accrue for the period after such nominal date.


 


SECTION 13.09 CONFLICT WITH TRUST INDENTURE
ACT.


 


If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture
Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded,
as the case may be.


 


SECTION 13.10 COUNTERPARTS.


 


This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same
instrument.


 


SECTION 13.11 SEPARABILITY.


 


In case any one or more of
the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained
herein or therein.


 


SECTION 13.12 ASSIGNMENT.


 


The Company will have the
right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect wholly-owned Subsidiary of
the Company, provided that, in the event of any such assignment, the Company, will remain liable for all such obligations. Subject to
the foregoing, the Indenture is binding upon and inures to the benefit of the parties thereto and their respective successors and assigns.
This Indenture may not otherwise be assigned by the parties thereto.






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ARTICLE XIV


SUBORDINATION OF SECURITIES


 


SECTION 14.01 SUBORDINATION TERMS.


 


The payment by the Company
of the principal of, premium, if any, and interest on any series of Securities issued hereunder shall be subordinated to the extent set
forth in an indenture supplemental hereto relating to such securities.


 


[signature page follows]


 


 


 






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


 


	 	FUSION FUEL GREEN PLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	_______________, as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


 


 


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