Exhibit 4.5


 





GATOS SILVER,
INC.


 


as the Company


 


and


 


[_____]


 


as Trustee


 


Senior Indenture


 


Dated as of [_____]


 







     


     


    

TABLE OF CONTENTS


 


Page


 


 


	Article 1
	Definitions and Incorporation by Reference
	Section 1.01.	Definitions	1
	Section 1.02.	Other Definitions	4
	Section 1.03.	Incorporation by Reference of Trust Indenture Act	4
	Section 1.04.	Rules of Construction	5
	 	 	 
	Article 2
	The Securities
	Section 2.01.	Form and Dating	5
	Section 2.02.	Execution and Authentication	5
	Section 2.03.	Amount Unlimited; Issuable in Series	7
	Section 2.04.	Denomination and Date of Securities; Payments of Interest	8
	Section 2.05.	Registrar and Paying Agent; Agents Generally	9
	Section 2.06.	Paying Agent to Hold Money in Trust	9
	Section 2.07.	Transfer and Exchange	10
	Section 2.08.	Replacement Securities	12
	Section 2.09.	Outstanding Securities	12
	Section 2.10.	Temporary Securities	13
	Section 2.11.	Cancellation	13
	Section 2.12.	CUSIP Numbers	13
	Section 2.13.	Defaulted Interest	13
	Section 2.14.	Series May Include Tranches	14
	 	 	 
	Article 3
	Redemption
	Section 3.01.	Applicability of Article	14
	Section 3.02.	Notice of Redemption; Partial Redemptions	14
	Section 3.03.	Payment of Securities Called for Redemption	15
	Section 3.04.	Exclusion of Certain Securities from Eligibility for Selection for Redemption	16
	Section 3.05.	Mandatory and Optional Sinking Funds	16
	 	 	 
	Article 4
	Covenants
	Section 4.01.	Payment of Securities	17
	Section 4.02.	Maintenance of Office or Agency	18
	Section 4.03.	Securityholders’ Lists	19
	Section 4.04.	Certificate to Trustee	19
	Section 4.05.	Reports by the Company	19
	Section 4.06.	Additional Amounts	19
	 	 	 
	Article 5
	Successor Corporation
	Section 5.01.	When Company May Merge, Etc	20
	Section 5.02.	Successor Substituted	20
	 	 	 
	Article 6
	Default and Remedies
	Section 6.01.	Events of Default	20
	Section 6.02.	Acceleration	21
	Section 6.03.	Other Remedies	22
	Section 6.04.	Waiver of Past Defaults	22
	Section 6.05.	Control by Majority	22
	 	 	 



 


i



     


     


    




	 	 	 
	Section 6.06.	Limitation on Suits	22
	Section 6.07.	Rights of Holders to Receive Payment	23
	Section 6.08.	Collection Suit by Trustee	23
	Section 6.09.	Trustee May File Proofs of Claim	23
	Section 6.10.	Application of Proceeds	23
	Section 6.11.	Restoration of Rights and Remedies	24
	Section 6.12.	Undertaking for Costs	24
	Section 6.13.	Rights and Remedies Cumulative	24
	Section 6.14.	Delay or Omission not Waiver	24
	 	 	 
	Article 7
	Trustee
	Section 7.01.	General	24
	Section 7.02.	Certain Rights of Trustee	24
	Section 7.03.	Individual Rights of Trustee	25
	Section 7.04.	Trustee’s Disclaimer	26
	Section 7.05.	Notice of Default	26
	Section 7.06.	Reports by Trustee to Holders	26
	Section 7.07.	Compensation and Indemnity	26
	Section 7.08.	Replacement of Trustee	27
	Section 7.09.	Acceptance of Appointment by Successor	27
	Section 7.10.	Successor Trustee By Merger, Etc	28
	Section 7.11.	Eligibility	28
	Section 7.12.	Money Held in Trust	28
	 	 	 
	Article 8
	Satisfaction and Discharge of Indenture; Unclaimed Moneys
	Section 8.01.	Satisfaction and Discharge of Indenture	29
	Section 8.02.	Application by Trustee of Funds Deposited for Payment of Securities	29
	Section 8.03.	Repayment of Moneys Held by Paying Agent	29
	Section 8.04.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	29
	Section 8.05.	Defeasance and Discharge of Indenture	30
	Section 8.06.	Defeasance of Certain Obligations	31
	Section 8.07.	Reinstatement	32
	Section 8.08.	Indemnity	32
	Section 8.09.	Excess Funds	32
	Section 8.10.	Qualifying Trustee	32
	 	 	 
	Article 9
	Amendments, Supplements and Waivers
	Section 9.01.	Without Consent of Holders	32
	Section 9.02.	With Consent of Holders	33
	Section 9.03.	Revocation and Effect of Consent	33
	Section 9.04.	Notation on or Exchange of Securities	34
	Section 9.05.	Trustee to Sign Amendments, Etc	34
	Section 9.06.	Conformity with Trust Indenture Act	34
	 	 	 
	Article 10
	Miscellaneous
	Section 10.01.	Trust Indenture Act of 1939	34
	Section 10.02.	Notices	34
	Section 10.03.	Certificate and Opinion as to Conditions Precedent	35
	Section 10.04.	Statements Required in Certificate or Opinion	35
	Section 10.05.	Evidence of Ownership	36
	Section 10.06.	Rules by Trustee, Paying Agent or Registrar	36
	 	 	 



 


ii



     


     


    




	 	 	 
	Section 10.07.	Payment Date Other Than a Business Day	36
	Section 10.08.	Governing Law	36
	Section 10.09.	No Adverse Interpretation of Other Agreements	37
	Section 10.10.	Successors	37
	Section 10.11.	Duplicate Originals	37
	Section 10.12.	Separability	37
	Section 10.13.	Table of Contents, Headings, Etc	37
	Section 10.14.	Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability	37
	Section 10.15.	Judgment Currency	37



 


iii







     


     


    

SENIOR INDENTURE, dated as of [_____], between Gatos Silver, Inc.,
a Delaware corporation, as the Company, and [_____], as Trustee.


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company has duly authorized the issue
from time to time of its senior debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”)
up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide,
among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery
of this Indenture; and


 


WHEREAS, all things necessary to make this Indenture
a valid indenture and agreement according to its terms have been done;


 


NOW, THEREFORE:


 


In consideration of the premises and the purchases
of the Securities by the holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit
of the respective holders from time to time of the Securities or of any and all series thereof and of the coupons, if any, appertaining
thereto as follows:


 


Article
1

Definitions and Incorporation by Reference


 


Section 1.01.        Definitions.


 


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


 


“Agent” means any Registrar,
Paying Agent, transfer agent or Authenticating Agent.


 


“Authorized Newspaper” means
a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition) and in the
case of London, will, if practicable, be the Financial Times (London Edition) and published in an official language of the country of
publication customarily published at least once a day for at least five days in each calendar week and of general circulation in The City
of New York or London, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required
hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee
shall constitute a sufficient publication of such notice.


 


“Board Resolution” means one
or more resolutions of the board of directors of the Company or any authorized committee thereof, certified by the secretary or an assistant
secretary to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee.


 


“Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by
law or regulation to close in The City of New York, with respect to any Security the interest on which is based on the offered quotations
in the interbank Eurodollar market for dollar deposits in London, or with respect to Securities denominated in a specified currency other
than United States dollars, in the principal financial center of the country of the specified currency.


 


“Capital Lease” means, with
respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of
such Person.


 



     


     


    




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


 


“Company” means the party named
as such in the first paragraph of this Indenture until a successor replaces it pursuant to ‎Article
5 of this Indenture and thereafter means the successor.


 


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


 


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


 


“Depositary” means, with respect
to the Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary
by the Company pursuant to ‎Section 2.03 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean
or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of
that series.


 


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


 


“GAAP” means generally accepted
accounting principles in the U.S. as in effect as of the date hereof applied on a basis consistent with the principles, methods, procedures
and practices employed in the preparation of the Company’s audited financial statements, including, without limitation, those set
forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as is approved
by a significant segment of the accounting profession.


 


“Holder” or “Securityholder”
means the registered holder of any Security with respect to Registered Securities and the bearer of any Unregistered Security or any coupon
appertaining thereto, as the case may be.


 


“Indenture” means this Indenture
as originally executed and delivered or as it may be amended or supplemented from time to time by one or more indentures supplemental
to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall include the forms and terms of the Securities
of each series established as contemplated pursuant to Sections ‎2.01
and ‎2.03.


 


“Officer” means, with respect
to the Company, the chairman of the board of directors, the president or chief executive officer, any executive vice president, any senior
vice president, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant
secretary.


 


“Officers’ Certificate”
means a certificate signed in the name of the Company (i) by the chairman of the board of directors, the president or chief executive
officer, an executive vice president, a senior vice president or a vice president, and (ii) by the chief financial officer, the treasurer
or any assistant treasurer, or the secretary or any assistant secretary, and delivered to the Trustee. Each such certificate shall comply
with Section 314 of the Trust Indenture Act, if applicable, and include (except as otherwise expressly provided in this Indenture) the
statements provided in ‎Section 10.04, if applicable.


 


“Opinion of Counsel” means a
written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory to the Trustee. Each such opinion
shall comply with Section 314 of the Trust Indenture Act, if applicable, and include the statements provided in ‎Section
10.04, if and to the extent required thereby.


 



    2 


     


    




“original issue date” of any
Security (or portion thereof) means the earlier of (a) the date of authentication of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration
of the maturity thereof pursuant to ‎Section 6.02.


 


“Periodic Offering” means an
offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate
or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Company or its agents upon the issuance of such Securities.


 


“Person” means an individual,
a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal” of a Security means
the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the Security.


 


“Registered Global Security”
means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance
with ‎Section 2.02, and bearing the legend prescribed in ‎Section
2.02.


 


“Registered Security” means
any Security registered on the Security Register (as defined in ‎Section
2.05).


 


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


 


“Securities” means any of the
securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture and, unless
the context indicates otherwise, shall include any coupon appertaining thereto.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Subsidiary” means, with respect
to any Person, any corporation, association or other business entity of which a majority of the capital stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time
directly or indirectly owned by such Person.


 


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


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may be amended from time to time.


 


“Unregistered Security” means
any Security other than a Registered Security.


 


“U.S. Government 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 an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation or a specific






    3 


     


    

payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.


 


“Yield to Maturity” means, as
the context may require, the yield to maturity (i) on a series of Securities or (ii) if the Securities of a series are issuable from time
to time, on a Security of such series, calculated at the time of issuance of such series in the case of clause (i) or at the time of issuance
of such Security of such series in the case of clause (ii), or, if applicable, at the most recent redetermination of interest on such
series or on such Security, and calculated in accordance with the constant interest method or such other accepted financial practice as
is specified in the terms of such Security.


 


Section 1.02.        Other
Definitions. Each of the following terms is defined in the section set forth opposite such term:


 


	Term	Section
	Authenticating Agent	‎2.02
	Cash Transaction	‎7.03
	Dollars	‎4.02
	Event of Default	‎6.01
	Judgment Currency	‎10.15(a)
	mandatory sinking fund payment	‎3.05
	optional sinking fund payment	‎3.05
	Paying Agent	‎2.05
	record date	‎2.04
	Registrar	‎2.05
	Required Currency	‎10.15(a)
	Security Register	‎2.05
	self-liquidating paper	‎7.03
	sinking fund payment date	‎3.05
	tranche	‎2.14


 


Section 1.03.        Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated
by reference in and made a part of this Indenture. The following terms used in this Indenture that are defined by the Trust Indenture
Act have the following meanings:


 


“indenture securities” means
the Securities;


 


“indenture security holder”
means a Holder or a Securityholder;


 


“indenture to be qualified”
means this Indenture;


 


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


 


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


 


All other terms used in this Indenture that are
defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by a rule of the Commission
and not otherwise defined herein have the meanings assigned to them therein.


 


Section 1.04.        Rules
of Construction. Unless the context otherwise requires:


 


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


 



    4 


     


    




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


 


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


 


(d)        all
references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and


 


(e)        use
of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed to include,
where appropriate, the other pronouns.


 


Article
2

The Securities


 


Section 2.01.        Form
and Dating. The Securities of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall
be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted
or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may
be required to comply with any law, or with any rules of any securities exchange or usage, all as may be determined by the officers executing
such Securities as evidenced by their execution of the Securities. Unless otherwise so established, Unregistered Securities shall have
coupons attached.


 


Section 2.02.        Execution
and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the
Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced
on the Securities. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time
the Security is authenticated, the Security and such coupon shall nevertheless be valid.


 


The Trustee, at the expense of the Company, may
appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication
by such Authenticating Agent.


 


A Security and the coupons appertaining thereto
shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on the Security or on the
Security to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the
Security to which the coupon appertains has been authenticated under 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 having attached thereto appropriate coupons, if any,
executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and
the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any
Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject
to ‎Article 7) shall be fully protected in relying upon, unless and
until such documents have been superseded or revoked:


 


(a)        any
Board Resolution and/or executed supplemental indenture referred to in Sections ‎2.01
and ‎2.03 by or pursuant to which the forms and terms of the
Securities of that series were established;


 


(b)        an
Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the
Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures
as shall be referred to therein, established in compliance with this Indenture; and


 



    5 


     


    




(c)        an
Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been, or, in the
case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established
in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized
and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers
thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of
the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering
such other matters as shall be specified therein and as shall be reasonably requested by the Trustee.


 


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


 


Notwithstanding the provisions of Sections ‎2.01
and ‎2.02, if, in connection with a Periodic Offering, all Securities
of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required
pursuant to ‎Section 2.01 or the written order, Officers’ Certificate
and Opinion of Counsel otherwise required pursuant to ‎Section 2.02
at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.


 


With respect to Securities of a series offered
in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof
and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant
to Sections ‎2.01 and ‎2.02,
as applicable, in connection with the first authentication of Securities of such series.


 


If the Company shall establish pursuant to ‎Section
2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then
the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form
and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the
nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s
instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in
part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary.”


 


Section 2.03.        Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture
is unlimited.


 


The Securities may be issued in one or more series.
There shall be established in or pursuant to Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance
of Securities of any series, subject to the last sentence of this ‎Section
2.03,


 


(a)        the
designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;


 


(b)        any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture
and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Securities
of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
or upon redemption of, other Securities of the series pursuant hereto);


 



    6 


     


    




(c)        the
date or dates on which the principal of the Securities of the series is payable (which date or dates may be fixed or extendible);


 


(d)        the
rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or
dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which
a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or
date or dates shall be determined;


 


(e)        if
other than as provided in ‎Section 4.02, the place or places
where the principal of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered
for exchange, notices, demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and
notice to Holders may be published;


 


(f)        the
right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods within
which, the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any
sinking fund or otherwise;


 


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


 


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


 


(i)        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;


 


(j)        if
other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the principal
of or interest on the Securities of the series shall be payable or if the amount of payments of principal of and/or interest on the Securities
of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities of the
series are denominated, the manner in which such amounts shall be determined;


 


(k)        if
other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment
of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any such currencies shall be
valued against other currencies in which any other Securities shall be payable;


 


(l)        whether
the Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will
be issuable as Registered Global Securities) or Unregistered Securities (with or without coupons) (and if so, whether such Securities
will be issued in temporary or permanent global form), or any combination of the foregoing, any restrictions applicable to the offer,
sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which
Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;


 


(m)        whether
the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;


 


(n)        whether
and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S.
person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option
to redeem such Securities rather than pay such additional amounts;


 



    7 


     


    




(o)        if
the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security
of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of
such certificates, documents or conditions;


 


(p)        any
trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities
of the series;


 


(q)        provisions,
if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than all Securities of
the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing)
the provisions of ‎Article 8;


 


(r)        if
the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in
global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities
in global form;


 


(s)        any
other Events of Default or covenants with respect to the Securities of the series; and


 


(t)        any
other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture).


 


All Securities of any one series and coupons, if
any, appertaining thereto shall be substantially identical, except in the case of Registered Securities as to date and denomination, except
in the case of any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution referred to above
or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may
be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution or in
any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established
from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture.


 


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 2.04.        Denomination
and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered Securities or Unregistered
Securities in denominations established as contemplated by ‎Section
2.03 or, if not so established with respect to Securities of any series, in denominations of $1,000 and any integral multiple thereof.
The Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as
the Officers of the Company executing the same may determine, as evidenced by their execution thereof.


 


Unless otherwise specified with respect to a series
of Securities, each Security shall be dated the date of its authentication. The Securities of each series shall bear interest, if any,
from the date, and such interest and shall be payable on the dates, established as contemplated by ‎Section
2.03.


 


The person in whose name any Registered Security
of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest
payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding
any transfer or exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if
and to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which
case the provisions of ‎Section 2.13 shall apply. The term “record
date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities
of any series shall mean the date specified as such in the terms of the Registered Securities of such series established as contemplated
by ‎Section 2.03, or, if no such date is so established, the fifteenth
day next preceding such interest payment date, whether or not such record date is a Business Day.


 


Section 2.05.        Registrar
and Paying Agent; Agents Generally. The Company shall maintain an office or agency where Securities may be presented for registration,
registration of transfer or for exchange






    8 


     


    

(the “Registrar”) and an office or agency where Securities may be presented
for payment (the “Paying Agent”), which shall be in the Borough of Manhattan, The City of New York. The Company shall
cause the Registrar to keep a register of the Registered Securities and of their registration, transfer and exchange (the “Security
Register”). The Company may have one or more additional Paying Agents or transfer agents with respect to any series.


 


The Company shall enter into an appropriate agency
agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture and the Trust Indenture
Act that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent and any
change in the name or address of an Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.
The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become
effective until (1) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement
entered into by the Company and such successor Agent and delivered to the Trustee or (2) notification to the Trustee that the Trustee
shall serve as such Agent until the appointment of a successor Agent in accordance with clause ‎(i)
of this proviso. The Company or any affiliate of the Company may act as Paying Agent or Registrar; provided that neither the Company
nor an affiliate of the Company shall act as Paying Agent in connection with the defeasance of the Securities or the discharge of this
Indenture under ‎Article 8.


 


The Company initially appoints the Trustee as Registrar,
Paying Agent and Authenticating Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee
ten days prior to each interest payment date and at such other times as the Trustee may reasonably request the names and addresses of
the Holders as they appear in the Security Register.


 


Section 2.06.        Paying
Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date or, in the case of Unregistered Securities,
10:00 a.m. New York City time on the Business Day prior to the due date, of any Principal or interest on any Securities, the Company shall
deposit with the Paying Agent money in immediately available funds sufficient to pay such Principal or interest. The Company shall require
each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders
of such Securities or the Trustee all money held by the Paying Agent for the payment of Principal of and interest on such Securities and
shall promptly notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance
of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and
to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the
Trustee. If the Company or any affiliate of the Company acts as Paying Agent, it will, on or before each due date of any Principal of
or interest on any Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient
to pay such Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided
in this Indenture, and will promptly notify the Trustee in writing of its action or failure to act as required by this Section.


 


Section 2.07.        Transfer
and Exchange. Unregistered Securities (except for any temporary global Unregistered Securities) and coupons (except for coupons attached
to any temporary global Unregistered Securities) shall be transferable by delivery.


 


At the option of the Holder thereof, Registered
Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security
or Registered Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender
of such Registered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with
‎Section 2.05 and upon payment, if the Company shall so require, of
the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise
established pursuant to ‎Section 2.03, at the option of the Holder
thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series and tenor having authorized denominations
and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that
shall be maintained for such purpose in accordance with ‎Section






    9 


     


    

4.02,
with, in the case of Unregistered Securities that have coupons attached, all unmatured coupons and all matured coupons in default thereto
appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided. At the option of the Holder thereof,
if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in more than one authorized
denomination, except as otherwise established pursuant to ‎Section
2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series and tenor having authorized denominations
and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that
shall be maintained for such purpose in accordance with ‎Section 4.02,
with, in the case of Unregistered Securities that have coupons attached, all unmatured coupons and all matured coupons in default thereto
appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided. Registered Securities of any series
may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.


 


Upon surrender for registration of transfer of
any Registered Security of a series at the agency of the Company that shall be maintained for that purpose in accordance with ‎Section
2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the
same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


All Registered Securities presented for registration
of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company and the Trustee duly executed by, the holder or his attorney duly authorized in writing.


 


The Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities.
No service charge shall be made for any such transaction.


 


Notwithstanding any other provision of this ‎Section
2.07, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security
representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series
to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.


 


If at any time the Depositary for any Registered
Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Global
Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable law, the
Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities. If a successor
Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s
order for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver
Registered Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal
amount of such Registered Global Securities, in exchange for such Registered Global Securities.


 


The Company may at any time and in its sole discretion
and subject to the procedures of the Depositary determine that any Registered Global Securities of any series shall no longer be maintained
in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication
and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver, Registered Securities of such
series and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global
Securities, in exchange for such Registered Global Securities.


 



    10 


     


    




Any time the Registered Securities of any series
are not in the form of Registered Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee
with a reasonable supply of certificated Registered Securities without the legend required by ‎Section
2.02 and the Trustee agrees to hold such Registered Securities in safekeeping until authenticated and delivered pursuant to the terms
of this Indenture.


 


If established by the Company pursuant to ‎Section
2.03 with respect to any Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered
Global Security in exchange in whole or in part for Registered Securities of the same series and tenor in definitive registered form on
such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate
and deliver, without service charge,


 


(a)        to
the Person specified by such Depositary new Registered Securities of the same series and tenor, of any authorized denominations as requested
by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered
Global Security; and


 


(b)        to
such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the
surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant
to clause ‎(a) above.


 


Registered Securities issued in exchange for a
Registered Global Security pursuant to this ‎Section 2.07 shall be
registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee
or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.


 


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


 


Notwithstanding anything herein or in the forms
or terms of any Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee shall be required
to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal income tax consequences
to the Company (such as, for example, the inability of the Company to deduct from its income, as computed for Federal income tax purposes,
the interest payable on the Unregistered Securities) under then applicable United States Federal income tax laws. The Trustee and any
such agent shall be entitled to rely on an Officers’ Certificate or an Opinion of Counsel in determining such result.


 


The Registrar shall not be required (i) to issue,
authenticate, register the transfer of or exchange Securities of any series for a period of 15 days before a selection of such Securities
to be redeemed or (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part.


 


Section 2.08.        Replacement
Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver, in exchange for such mutilated Security or in exchange for the Security
to which a mutilated coupon appertains, a new Security of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such mutilated Security or to the
Security to which such mutilated coupon appertains.


 


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






    11 


     


    

the coupons, if any, appertaining
to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.


 


In case any such mutilated, destroyed, lost or
stolen Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security or coupon (without surrender thereof except in the case of a mutilated Security or coupon) if the applicant
for such payment shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them
and any agent of any of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee
and any agent of them of the destruction, loss or theft of such Security and the ownership thereof; provided, however, that the
Principal of and any interest on Unregistered Securities shall, except as otherwise provided in ‎Section
4.02, be payable only at an office or agency located outside the United States of America.


 


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


 


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


 


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


 


Section 2.09.        Outstanding
Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant
to ‎Section 8.05.


 


If a Security is replaced pursuant to ‎Section
2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security
is held by a holder in due course.


 


If the Paying Agent (other than the Company or
an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient
to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding
and interest on them shall cease to accrue.


 


A Security does not cease to be outstanding because
the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite
principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded.
Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations,
otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the
terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the
Company or by any such affiliate.


 


Section 2.10.        Temporary
Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities of such series. Temporary Securities of any series shall be substantially in the form of definitive Securities of
such series but






    12 


     


    

may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officers executing
the temporary Securities, as evidenced by their execution of such temporary Securities. If temporary Securities of any series are issued,
the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive
Securities of any series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series and tenor
upon surrender of such temporary Securities at the office or agency of the Company designated for such purpose pursuant to ‎Section
4.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
such series and tenor and authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series.


 


Section 2.11.        Cancellation.
The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold. The Registrar, any transfer agent and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. The Trustee shall cancel and dispose of in accordance with its customary
procedures all Securities surrendered for transfer, exchange, payment or cancellation and shall deliver a certificate of disposition to
the Company. The Company may not issue new Securities to replace Securities it has paid in full or delivered to the Trustee for cancellation.


 


Section 2.12.        CUSIP
Numbers. The Company in issuing the Securities may use “CUSIP” and “CINS” numbers (if then generally in use),
and the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in notices of redemption or exchange as a convenience to
Holders and no representation shall be made as to the correctness of such numbers either as printed on the Securities or as contained
in any notice of redemption or exchange.


 


Section 2.13.        Defaulted
Interest. If the Company defaults in a payment of interest on the Registered Securities, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to the extent lawful) any interest payable
on the defaulted interest (as may be specified in the terms thereof, established pursuant to ‎Section
2.03) to the Persons who are Holders on a subsequent special record date, which shall mean the 15th day next preceding the date fixed
by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days before such special
record date, the Company shall mail to each Holder of such Registered Securities and to the Trustee a notice that states the special record
date, the payment date and the amount of defaulted interest to be paid.


 


Section 2.14.        Series
May Include Tranches. A series of Securities may include one or more tranches (each a “tranche”) of Securities,
including Securities issued in a Periodic Offering. The Securities of different tranches may have one or more different terms, including
authentication dates and public offering prices, but all the Securities within each such tranche shall have identical terms, including
authentication date and public offering price. Notwithstanding any other provision of this Indenture, with respect to Sections ‎2.02
(other than the fourth, sixth and seventh paragraphs thereof) through ‎2.04,
‎2.07, ‎2.08,
‎2.10, ‎3.01
through ‎3.05, ‎4.02,
‎6.01 through ‎6.14,
‎8.01 through ‎8.07,
‎9.02 and ‎Section
10.07, if any series of Securities includes more than one tranche, all provisions of such sections applicable to any series of Securities
shall be deemed equally applicable to each tranche of any series of Securities in the same manner as though originally designated a series
unless otherwise provided with respect to such series or tranche pursuant to ‎Section
2.03. In particular, and without limiting the scope of the next preceding sentence, any of the provisions of such sections which provide
for or permit action to be taken with respect to a series of Securities shall also be deemed to provide for and permit such action to
be taken instead only with respect to Securities of one or more tranches within that series (and such provisions shall be deemed satisfied
thereby), even if no comparable action is taken with respect to Securities in the remaining tranches of that series.


 



    13 


     


    




Article
3

Redemption


 


Section 3.01.        Applicability
of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity
or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by ‎Section
2.03 for Securities of such series.


 


Section 3.02.        Notice
of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a
whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid,
at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Registered Securities of such series
at their last addresses as they shall appear upon the registry books. Notice of redemption to the Holders of Unregistered Securities of
any series to be redeemed as a whole or in part who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2)
of the Trust Indenture Act, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee
(and, in the case of any such notice given by the Company, the Trustee shall make such information available to the Company for such purpose).
Notice of redemption to all other Holders of Unregistered Securities of any series to be redeemed as a whole or in part shall be published
in an Authorized Newspaper in The City of New York or with respect to any Security the interest on which is based on the offered quotations
in the interbank Eurodollar market for dollar deposits in an Authorized Newspaper in London, in each case, once in each of three successive
calendar weeks, the first publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. Any notice
which is mailed or published in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated
for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such
series.


 


The notice of redemption to each such Holder shall
specify the principal amount of each Security of such series held by such Holder to be redeemed, the CUSIP numbers of the Securities to
be redeemed, the date fixed for redemption, the redemption price, or if not then ascertainable, the manner of calculation thereof, the
place or places of payment, that payment will be made upon presentation and surrender of such Securities and, in the case of Securities
with coupons attached thereto, of all coupons appertaining thereto maturing after the date fixed for redemption, that such redemption
is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption
will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security,
a new Security or Securities of such series and tenor in principal amount equal to the unredeemed portion thereof will be issued.


 


The notice of redemption of Securities of any series
to be redeemed at the option of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company.


 


On or before 10:00 a.m. New York City time on the
redemption date or, in the case of Unregistered Securities, on or before 10:00 a.m. New York City time on the Business Day prior to the
redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or
with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided
in ‎Section 2.06) an amount of money sufficient to redeem on the redemption
date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to
the date fixed for redemption. If all of the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee
at least 10 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this
‎Section 3.02 (or such shorter period as shall be acceptable to the
Trustee) an Officers’ Certificate stating that all such Securities are






    14 


     


    

to be redeemed. If less than all the outstanding Securities
of a series are to be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption
may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee)
an Officers’ Certificate stating the aggregate principal amount of such Securities to be redeemed. In the case of any redemption
of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere
in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities
or elsewhere in this Indenture, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officers’ Certificate evidencing compliance with such restriction or condition.


 


If less than all the Securities of a series are
to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as it shall deem appropriate and fair, Securities of such
series to be redeemed in whole or in part. Securities may be redeemed in part in principal amounts equal to authorized denominations for
Securities of such series. The Trustee shall promptly notify the Company in writing of the Securities of such series selected for redemption
and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.


 


Section 3.03.        Payment
of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities
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 on and after such date (unless the Company shall default in
the payment of such Securities at the redemption price, together with interest accrued to such date) interest on the Securities or portions
of Securities so called for redemption shall cease to accrue, and the unmatured coupons, if any, appertaining thereto shall be void and,
except as provided in Sections ‎7.12 and ‎8.02
such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest
to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, together
with all coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date
fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable in
the case of Securities with coupons attached thereto, to the Holders of the coupons for such interest upon surrender thereof, and in the
case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to
the terms and provisions of Sections ‎2.04 and ‎2.13
hereof.


 


If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security.


 


If any Security with coupons attached thereto is
surrendered for redemption and is not accompanied by all appurtenant coupons maturing after the date fixed for redemption, the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee, if there be furnished to each of them such security or
indemnity as they may require to save each of them harmless.


 


Upon presentation of any Security of any series
redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof,
at the expense of the Company, a new Security or Securities of such series and tenor (with any unmatured coupons attached), of authorized
denominations, in principal amount equal to the unredeemed portion of the Security so presented.


 


Section 3.04.        Exclusion
of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a written statement signed by an authorized officer of the
Company and delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned






    15 


     


    

of record and beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in
such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.


 


Section 3.05.        Mandatory
and Optional Sinking Funds. 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 the Securities of any series is herein referred to as an “optional sinking fund payment”. The date
on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”.


 


In lieu of making all or any part of any mandatory
sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities
of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive
credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by
the Company and delivered to the Trustee for cancellation pursuant to ‎Section
2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive
credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the
terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited
by the Trustee at the sinking fund redemption price specified in such Securities.


 


On or before the sixtieth day next preceding each
sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the
Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of
cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that
none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest
or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating
whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if
so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking
fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to
be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to ‎Section 2.11 to the Trustee with such Officers’
Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and
upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities
therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such
sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for
such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such
series as provided in this Section.


 


If the sinking fund payment or payments (mandatory
or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking
fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any
series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at
the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall
be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000
(or such lesser sum) is available. The Trustee shall select, in the manner provided in ‎Section
3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash,
as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of
such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they
are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior
to the sinking fund payment date as being






    16 


     


    

owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company
or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company,
if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially
the manner provided in ‎Section 3.02 (and with the effect provided
in ‎Section 3.03) for the redemption of Securities of such series
in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities
of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities
of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the
Principal of, and interest on, the Securities of such series at maturity.


 


On or before 10:00 a.m. New York City time on each
sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking
fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to
the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.


 


The Trustee shall not redeem or cause to be redeemed
any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the
sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where
the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter
paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under
‎Article 6 and held for the payment of all such Securities. In case
such Event of Default shall have been waived as provided in ‎Section
6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter
be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.


 


Article
4

Covenants


 


Section 4.01.        Payment
of Securities. The Company shall pay the Principal of and interest on the Securities on the dates and in the manner provided in the
Securities and this Indenture. The interest on Securities with coupons attached (together with any additional amounts payable pursuant
to the terms of such Securities) shall be payable only upon presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature. The interest on any temporary Unregistered Securities (together with any additional
amounts payable pursuant to the terms of such Securities) shall be paid, as to the installments of interest evidenced by coupons attached
thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation
of such Unregistered Securities for notation thereon of the payment of such interest. The interest on Registered Securities (together
with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to the Holders thereof (subject to
‎Section 2.04) and at the option of the Company may be paid
by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the
Security Register of the Company.


 


Notwithstanding any provisions of this Indenture
and the Securities of any series to the contrary, if the Company and a Holder of any Registered Security so agree, payments of interest
on, and any portion of the Principal of, such Holder’s Registered Security (other than interest payable at maturity or on any redemption
or repayment date or the final payment of Principal on such Security) shall be made by the Paying Agent, upon receipt from the Company
of immediately available funds by 11:00 A.M., New York City time (or such other time as may be agreed to between the Company and the Paying
Agent), directly to the Holder of such Security






    17 


     


    

(by Federal funds wire transfer or otherwise) if the Holder has delivered written instructions
to the Trustee 15 days prior to such payment date requesting that such payment will be so made and designating the bank account to which
such payments shall be so made and in the case of payments of Principal, surrenders the same to the Trustee in exchange for a Security
or Securities aggregating the same principal amount as the unredeemed principal amount of the Securities surrendered. The Trustee shall
be entitled to rely on the last instruction delivered by the Holder pursuant to this ‎Section
4.01 unless a new instruction is delivered 15 days prior to a payment date. The Company will indemnify and hold each of the Trustee and
any Paying Agent harmless against any loss, liability or expense (including attorneys’ fees) resulting from any act or omission
to act on the part of the Company or any such Holder in connection with any such agreement or from making any payment in accordance with
any such agreement.


 


The Company shall pay interest on overdue Principal,
and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Securities.


 


Section 4.02.        Maintenance
of Office or Agency. The Company will maintain in the United States of America an office or agency where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect
of the Securities and this Indenture may be served. The Company hereby initially designates the [_____], located in [_____], as such office
or agency of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the
Trustee set forth in ‎Section 10.02.


 


The Company will maintain one or more agencies
in a city or cities located outside the United States of America (including any city in which such an agency is required to be maintained
under the rules of any stock exchange on which the Securities of any series are listed) where the Unregistered Securities, if any, of
each series and coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or coupon
will be made upon presentation of such Unregistered Security or coupon at an agency of the Company within the United States of America
nor will any payment be made by transfer to an account in, or by mail to an address in, the United States of America unless, pursuant
to applicable United States laws and regulations then in effect, such payment can be made without adverse tax consequences to the Company.
Notwithstanding the foregoing, if full payment in United States Dollars (“Dollars”) at each agency maintained by the
Company outside the United States of America for payment on such Unregistered Securities or coupons appertaining thereto is illegal or
effectively precluded by exchange controls or other similar restrictions, payments in Dollars of Unregistered Securities of any series
and coupons appertaining thereto which are payable in Dollars may be made at an agency of the Company maintained in the United States
of America.


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities of any series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the United States of America 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.        Securityholders’
Lists. The Company will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require
of the names and addresses of the holders of the Securities pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually
not more than 15 days after each record date for the payment of semi-annual interest on the Securities, as hereinabove specified, as of
such record date, and (b) at such other times as the Trustee may request in writing, within thirty days after receipt by the Company of
any such request as of a date not more than 15 days prior to the time such information is furnished.


 


Section 4.04.        Certificate
to Trustee. The Company will furnish to the Trustee annually, on or before a date not more than four months after the end of its fiscal
year (which, on the date hereof, is a calendar year), a brief certificate (which need not contain the statements required by ‎Section
10.04) from its principal






    18 


     


    

executive, financial or accounting officer as to his or her knowledge of the compliance of the Company with
all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement
of notice provided under this Indenture) which certificate shall comply with the requirements of the Trust Indenture Act.


 


Section 4.05.        Reports
by the Company. The Company covenants to file with the Trustee, within 15 days after the Company files the same with the Commission,
copies of the annual reports and of the information, documents, and other reports which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act.


 


Section 4.06.        Additional
Amounts. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first interest
payment date with respect to that series of Securities and at least 10 days prior to each date of payment of Principal of or interest
on the Securities of that series if there has been a change with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company shall furnish to the Trustee and the principal paying agent, if other than the Trustee, an Officers’ Certificate
instructing the Trustee and such paying agent whether such payment of Principal of or interest on the Securities of that series shall
be made to Holders of the Securities of that series without withholding or deduction for or on account of any tax, assessment or other
governmental charge described in the Securities of that series. If any such withholding or deduction shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders and shall
certify the fact that additional amounts will be payable and the amounts so payable to each Holder, and the Company shall pay to the Trustee
or such paying agent the additional amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any
paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate
furnished pursuant to this Section.


 


Whenever in this Indenture there is mentioned,
in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Security of any series, such
mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby
or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to
such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as
excluding the payment of additional amounts in those provisions hereof where such express mention is not made.


 


Article
5

Successor Corporation


 


Section 5.01.        When
Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise
dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person
unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation
or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall
be a Person organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly
assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities
and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel
stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with
this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such
supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against
such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately
after giving effect to such transaction, no Default shall have occurred and be continuing.


 


Section 5.02.        Successor
Substituted. Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially
all of the property and assets of the Company in accordance with ‎Section
5.01 of this Indenture, the successor Person formed by such consolidation or into






    19 


     


    

which the Company is merged or to which such sale, conveyance,
transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person had been named as the Company herein and thereafter the
predecessor Person, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


Article
6

Default and Remedies


 


Section 6.01.        Events
of Default. An “Event of Default” shall occur with respect to the Securities of any series if:


 


(a)        the
Company defaults in the payment of the Principal of any Security of such series when the same becomes due and payable at maturity, upon
acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise;


 


(b)        the
Company defaults in the payment of interest on any Security of such series when the same becomes due and payable, and such default continues
for a period of 30 days;


 


(c)        the
Company defaults in the performance of or breaches any other covenant or agreement of the Company in this Indenture with respect to any
Security of such series or in the Securities of such series and such default or breach continues for a period of 30 consecutive days after
written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount
of the Securities of all series affected thereby specifying such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder;


 


(d)        a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property or ordering the winding
up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;


 


(e)        the
Company (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or
consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially
all of the property and assets of the Company or (iii) effects any general assignment for the benefit of creditors; or


 


(f)        any
other Event of Default established pursuant to ‎Section 2.03
with respect to the Securities of such series occurs.


 


Section 6.02.        Acceleration.
ii) If an Event of Default other than as described in clauses ‎(d)
or ‎(e) of ‎Section
6.01 with respect to the Securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except
for any series of Securities the principal of which 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 any such series then outstanding hereunder (all such series voting together
as a single class) by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal
(or, if the Securities of any such series are Original Issue Discount Securities, such portion of the principal amount as may be specified
in the terms of such series established pursuant to ‎Section
2.03) of all Securities of such series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.


 


(b)        If
an Event of Default described in clause ‎(d) or ‎(e)
of ‎Section 6.01 occurs and is continuing, then the principal
amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof
established pursuant to ‎Section 2.03) of all the Securities
then outstanding and interest accrued thereon, if any, shall be and become immediately due and payable, without any notice or other action
by any Holder or the Trustee, to the full extent permitted by applicable law.


 



    20 


     


    




The foregoing provisions, however, are subject
to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion
of the principal as may be specified in the terms thereof established pursuant to ‎Section
2.03) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared or become 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 Company
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of each
such series (or of all the Securities, as the case may be) and the principal of any and all Securities of each such series (or of all
the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and,
to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate
as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of each such
series to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing the Trustee under ‎Section
7.07, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall
have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the
Holders of a majority in aggregate principal amount of all the then outstanding Securities of all such series that have been accelerated
(voting as a single class), by written notice to the Company and to the Trustee, may waive all defaults with respect to all such series
(or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver
or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.


 


For all purposes under this Indenture, if a portion
of the principal of any Original Issue Discount Securities shall have been accelerated and declared or become due and payable pursuant
to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal
amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof
as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and
payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute
payment in full of such Original Issue Discount Securities.


 


Section 6.03.        Other
Remedies. If a payment default or an Event of Default with respect to the Securities of any series occurs and is continuing, the Trustee
may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment
of Principal of and interest on the Securities of such series or to enforce the performance of any provision of the Securities of such
series or this Indenture.


 


The Trustee may maintain a proceeding even if it
does not possess any of the Securities or does not produce any of them in the proceeding.


 


Section 6.04.        Waiver
of Past Defaults. Subject to Sections ‎6.02, ‎6.07
and ‎9.02, the Holders of at least a majority in principal
amount (or, if the Securities are Original Issue Discount Securities, such portion of the principal as is then accelerable under ‎Section
6.02) of the outstanding Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing
Default or Event of Default with respect to the Securities of such series and its consequences, except a Default in the payment of Principal
of or interest on any Security as specified in clauses ‎(a)
or ‎(b) of ‎Section
6.01 or in respect of a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Security affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default with respect
to the Securities of such series arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.


 


Section 6.05.        Control
by Majority. Subject to Sections ‎7.01 and ‎7.02(e),
the Holders of at least a majority in aggregate principal amount (or, if any Securities are Original Issue Discount Securities, such portion
of the principal as is then accelerable under ‎Section 6.02)
of the outstanding Securities of all series affected (voting as a single class) may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the






    21 


     


    

Securities
of such series by this Indenture; provided, that the Trustee may refuse to follow any direction that conflicts with law or this Indenture,
that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights
of Holders not joining in the giving of such direction; and provided further, that the Trustee may take any other action it deems proper
that is not inconsistent with any directions received from Holders of Securities pursuant to this ‎Section
6.05.


 


Section 6.06.        Limitation
on Suits. No Holder of any Security of any series may institute any proceeding, judicial or otherwise, with respect to this Indenture
or the Securities of such series, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


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


 


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


 


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


 


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


 


(e)        during
such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Securities of all such affected series
have not given the Trustee a direction that is inconsistent with such written request.


 


A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over such other Holder.


 


Section 6.07.        Rights
of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive
payment of Principal of or interest, if any, on such Holder’s Security on or after the respective due dates expressed on such Security,
or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without
the consent of such Holder.


 


Section 6.08.        Collection
Suit by Trustee. If an Event of Default with respect to the Securities of any series in payment of Principal or interest specified
in clause ‎(a) or ‎(b)
of ‎Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the Company for the whole amount (or such portion thereof
as specified in the terms established pursuant to ‎Section
2.03 of Original Issue Discount Securities) of Principal of, and accrued interest remaining unpaid on, together with interest on overdue
Principal of, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest on, the Securities
of such series, in each case at the rate or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities,
and such further amount as shall be sufficient to cover all amounts owing the Trustee under ‎Section
7.07.


 


Section 6.09.        Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for amounts due the Trustee under ‎Section
7.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), its creditors
or its property and shall be entitled and empowered to collect and receive any moneys, securities or other property payable or deliverable
upon conversion or exchange of the Securities or upon any such claims and to distribute the same, and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it under ‎Section 7.07.
Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder,
any plan of reorganization,






    22 


     


    

arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.10.        Application
of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of the Securities of any series shall be applied
in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal
or interest, upon presentation of the several Securities and coupons appertaining to such Securities in respect of which moneys have been
collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced principal amounts in exchange for
the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due the Trustee
under ‎Section 7.07 applicable to the Securities of such series in
respect of which moneys have been collected;


 


SECOND: In case the principal of the Securities
of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest
on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest
or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably
to the persons entitled thereto, without discrimination or preference;


 


THIRD: In case the principal of the Securities
of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the
whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal,
and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series;
and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then
to the payment of such Principal and interest or Yield to Maturity, without preference or priority of Principal over interest or Yield
to Maturity, or of interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest,
or of any Security of such series over any other Security of such series, ratably to the aggregate of such Principal and accrued and unpaid
interest or Yield to Maturity; and


 


FOURTH: To the payment of the remainder, if any,
to the Company or any other person lawfully entitled thereto.


 


Section 6.11.        Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then, and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
to their former positions hereunder and thereafter all rights and remedies of the Company, Trustee and the Holders shall continue as though
no such proceeding had been instituted.


 


Section 6.12.        Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, in either case in respect to the Securities of any series, a court may require any party litigant
in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This ‎Section
6.12 does not apply to a suit by a Holder pursuant to ‎Section
6.07, a suit instituted by the Trustee or a suit by Holders of more than 10% in principal amount of the outstanding Securities of such
series.


 


Section 6.13.        Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
wrongfully taken Securities in ‎Section 2.08, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in






    23 


     


    

addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.14.        Delay
or Omission not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every
right and remedy given by this ‎Article 6 or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.


 


Article
7

Trustee


 


Section 7.01.        General.
The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set forth herein. Notwithstanding
the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it receives indemnity
satisfactory to it against any loss, liability or expense. Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
‎Article 7.


 


Section 7.02.        Certain
Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):


 


(a)        the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, Officers’ Certificate,
Opinion of Counsel (or both), statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper
person or persons. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may see fit;


 


(b)        before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which shall conform
to ‎Section 10.04 and shall cover such other matters as the
Trustee may reasonably request. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on
such certificate or opinion. Subject to Sections ‎7.01 and
‎7.02, whenever in the administration of the trusts 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
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 warrant
to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof;


 


(c)        the
Trustee may act through its attorneys and agents not regularly in its employ and shall not be responsible for the misconduct or negligence
of any agent or attorney appointed with due care;


 


(d)        any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee
by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;


 


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


 



    24 


     


    




(f)        the
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights
or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with ‎Section
6.05 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;


 


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


 


(h)        prior
to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, Officers’ Certificate, Opinion
of Counsel, Board Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture,
note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in
aggregate principal amount of the Securities of all series affected then outstanding; provided that, if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to proceeding.


 


Section 7.03.        Individual
Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with
like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section
311(b)(4) and (6), the following terms shall mean:


 


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


 


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


 


Section 7.04.        Trustee’s
Disclaimer. The recitals contained herein and in the Securities (except the Trustee’s certificate of authentication) shall be
taken as statements of the Company and not of the Trustee and the Trustee assumes no responsibility for the correctness of the same. Neither
the Trustee nor any of its agents (a) makes any representation as to the validity or adequacy of this Indenture or the Securities and
(b) shall be accountable for the Company’s use or application of the proceeds from the Securities.


 


Section 7.05.        Notice
of Default. If any Default with respect to the Securities of any series occurs and is continuing and if such Default is known to the
actual knowledge of a Responsible Officer with the Corporate Trust Department of the Trustee, the Trustee shall give to each Holder of
Securities of such series notice of such Default within 90 days after it occurs (a) if any Unregistered Securities of such series are
then outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City
of New York and at least once in an Authorized Newspaper in London and (b) to all Holders of Securities of such series in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, unless such Default shall have been cured or waived before the mailing
or publication of such notice; provided, however, that, except in the case of a Default in the payment of the Principal of or interest
on any Security, the Trustee shall be protected in withholding such notice if the Trustee in good faith determines that the withholding
of such notice is in the interests of the Holders.


 



    25 


     


    




Section 7.06.        Reports
by Trustee to Holders. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section
313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of this Indenture, deliver to
Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a).


 


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


 


Section 7.07.        Compensation
and Indemnity. The Company shall pay to the Trustee such compensation as shall be agreed upon in writing from time to time for its
services. The compensation of the Trustee shall not be limited by any law on compensation of a Trustee of an express trust. The Company
shall reimburse the Trustee and any predecessor Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances
incurred or made by the Trustee or such predecessor Trustee. Such expenses shall include the reasonable compensation and expenses of the
Trustee’s or such predecessor Trustee’s agents, counsel and other persons not regularly in their employ.


 


The Company shall indemnify the Trustee and any
predecessor Trustee for, and hold them harmless against, any loss or liability or expense incurred by them without negligence or bad faith
on their part arising out of or in connection with the acceptance or administration of this Indenture and the Securities or the issuance
of the Securities or of series thereof or the trusts hereunder and the performance of duties under this Indenture and the Securities,
including the costs and expenses of defending themselves against or investigating any claim or liability and of complying with any process
served upon them or any of their officers in connection with the exercise or performance of any of their powers or duties under this Indenture
and the Securities.


 


To secure the Company’s payment obligations
in this ‎Section 7.07, the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust
to pay Principal of, and interest on particular Securities.


 


The obligations of the Company under this Section
to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee
for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge
of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior
claim 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 or coupons, and the Securities are hereby subordinated to such senior claim. Without prejudice
to any other rights available to the Trustee under applicable law, if the Trustee renders services and incurs expenses following an Event
of Default under ‎Section 6.01(d) or ‎Section
6.01(e) hereof, the parties hereto and the holders by their acceptance of the Securities hereby agree that such expenses are intended
to constitute expenses of administration under any bankruptcy law.


 


Section 7.08.        Replacement
of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor
Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance
of appointment as provided in this ‎Section 7.08.


 


The Trustee may resign as Trustee with respect
to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the
outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the
Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the
Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under ‎Section
7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of
the Trustee or its property; or (iv) the Trustee becomes incapable of acting.


 



    26 


     


    




If the Trustee resigns or is removed as Trustee
with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series
for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee
takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee
in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the
Securities of any series does not deliver its written acceptance required by ‎Section
7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in
principal amount of the outstanding Securities of such series may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect thereto.


 


The Company shall give notice of any resignation
and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of
the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee
and the address of its Corporate Trust Office.


 


Notwithstanding replacement of the Trustee with
respect to the Securities of any series pursuant to this ‎Section
7.08 and ‎Section 7.09, the Company’s obligations under ‎Section
7.07 shall continue for the benefit of the retiring Trustee.


 


Section 7.09.        Acceptance
of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such
successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges and subject to the
lien provided for in ‎Section 7.07, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 


In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect
to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall
be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee;
and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective
to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly
assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates.


 



    27 


     


    




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


 


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be eligible under this Article and qualified under Section 310(b) of
the Trust Indenture Act.


 


Section 7.10.        Successor
Trustee By Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named
as the Trustee herein.


 


Section 7.11.        Eligibility.
This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Section 310(a). The Trustee shall have
a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.


 


Section 7.12.        Money
Held in Trust. The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing
with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and
except for money held in trust under ‎Article 8 of this Indenture.


 


Article
8

Satisfaction and Discharge of Indenture; Unclaimed Moneys


 


Section 8.01.        Satisfaction
and Discharge of Indenture. If at any time iii) the Company shall have paid or caused to be paid the Principal of and interest on
all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in ‎Section
2.08) as and when the same shall have become due and payable, or iv) the Company shall have delivered to the Trustee for cancellation
all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in ‎Section
2.08) or v) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to
the Company in accordance with ‎Section 8.04) or U.S. Government
Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment
of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities
of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced
or paid as provided in ‎Section 2.08) not theretofore delivered
to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption
as the case may be, and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company
with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such
series (except as to (i) rights of registration of transfer and exchange of securities of such series, and the Company’s right of
optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to
receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and
remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the
Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate
and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction
of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts
in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory
rules or policies of any securities exchange upon






    28 


     


    

which the Securities are listed. The Company agrees to reimburse the Trustee for any
costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and
properly rendered by the Trustee in connection with this Indenture or the Securities of such series.


 


Section 8.02.        Application
by Trustee of Funds Deposited for Payment of Securities. Subject to ‎Section
8.04, all moneys (including U.S. Government Obligations and the proceeds thereof) deposited with the Trustee pursuant to ‎Section
8.01, ‎Section 8.05 or ‎Section
8.06 shall be held in trust and applied by it to the payment, either directly or through any paying agent to the Holders of the particular
Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and
to become due thereon for Principal and interest; but such money need not be segregated from other funds except to the extent required
by law.


 


Section 8.03.        Repayment
of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.


 


Section 8.04.        Return
of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying
agent for the payment of the Principal of or interest on any Security of any series and not applied but remaining unclaimed for two years
after the date upon which such Principal or interest shall have become due and payable, shall, upon the written request of the Company
and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company
by the Trustee for such series or such paying agent, and the Holder of the Security of such series shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment
which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon
cease.


 


Section 8.05.        Defeasance
and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect
of the Securities of any series, on the 123rd day after the deposit referred to in clause ‎(i)
hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of
registration of transfer and exchange, and the Company’s right of optional redemption, (b) substitution of apparently mutilated,
defaced, destroyed, lost or stolen Securities, (c) rights of holders to receive payments of principal thereof and interest thereon, upon
the original stated due dates therefor (but not upon acceleration), (d) the rights, obligations and immunities of the Trustee hereunder
and (e) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them; provided that the following conditions shall have been satisfied:


 


(i)        with
reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee
satisfying the requirements of ‎Section 7.11) as trust
funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series,
(A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance
with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause
‎(i) money in an amount, or (C) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal,
state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any,
and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund
payments or analogous payments applicable to the Securities of






    29 


     


    

such series on the day on which such payments are due and payable in accordance
with the terms of Securities of such series and the Indenture with respect to the Securities of such series;


 


(ii)        the
Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this
‎Section 8.05 and will be subject to federal income
tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge
had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change
in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the
Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel
to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123
days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15
of the New York Debtor and Creditor Law;


 


(iii)        immediately
after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time
or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending
on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default
under, any other agreement or instrument to which the Company is a party or by which the Company is bound;


 


(iv)        if
at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion
of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge;


 


(v)        the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance and discharge under this Section have been complied with; and


 


(vi)        if
the Securities of such series are to be redeemed prior to the final maturity thereof (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 8.06.        Defeasance
of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will
no longer be in effect with respect to, any covenant established pursuant to ‎Section
2.03(r) and clause (c) (with respect to any covenants established pursuant to ‎Section
2.03(r)) and clause ‎(f) of ‎Section
6.01 shall be deemed not to be an Event of Default with respect to Securities of any series, if


 


(a)        with
reference to this ‎Section 8.06, the Company has deposited
or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of ‎Section
7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities
of such series and the Indenture with respect to the Securities of such series, (i) money in an amount or (ii) U.S. Government Obligations
which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one
day before the due dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the
case may be, of any payment referred to in subclause (x) or (y) of this clause ‎(a)
money in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment
of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by
the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the
due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be,
and (y) any






    30 


     


    

mandatory sinking fund payments or analogous payments applicable to the Securities of such series and the Indenture with respect
to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and
of Securities of such series and the Indenture with respect to the Securities of such series;


 


(b)        the
Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this ‎Section
8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred and (ii) an Opinion of Counsel to the effect that the creation of the defeasance
trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will
not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;


 


(c)        immediately
after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time
or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending
on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default
under, any other agreement or instrument to which the Company is a party or by which the Company is bound;


 


(d)        if
at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion
of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge;
and


 


(e)        the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under this Section have been complied with.


 


Section 8.07.        Reinstatement.
If the Trustee or paying agent is unable to apply any monies or U.S. Government Obligations in accordance with ‎Article
8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article until such time as the Trustee or paying agent is permitted to apply
all such monies or U.S. Government Obligations in accordance with ‎Article
8; provided, however, that if the Company has made any payment of Principal of or interest on any Securities because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the monies
or U.S. Government Obligations held by the Trustee or paying agent.


 


Section 8.08.        Indemnity.
The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes of this ‎Section
8.08 and ‎Section 8.02, the “Trustee”) against
any tax, fee or other charge, imposed on or assessed against the U.S. Government Obligations deposited pursuant to ‎Section
8.01, ‎8.05 or ‎8.06
or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account
of the Holders of the Securities and any coupons appertaining thereto.


 


Section 8.09.        Excess
Funds. Anything in this ‎Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon request of the Company, any money or U.S. Government Obligations
(or other property and any proceeds therefrom) held by it as provided in ‎Section
8.01, ‎8.05 or ‎8.06
which, in the opinion of a nationally recognized firm of Independent Public Accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a discharge or defeasance,
as applicable, in accordance with this ‎Article 8.


 


Section 8.10.        Qualifying
Trustee. Any trustee appointed pursuant to ‎Section 8.05
or ‎8.06 for the purpose of holding money or U.S. Government
Obligations deposited pursuant to such Sections shall be appointed under an agreement in form acceptable to the Trustee and shall provide
to the Trustee a certificate, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent
provided






    31 


     


    

for herein to the related defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions
of said trustee.


 


Article
9

Amendments, Supplements and Waivers


 


Section 9.01.        Without
Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of any series without notice
to or the consent of any Holder:


 


(a)        to
cure any ambiguity, defect or inconsistency in this Indenture; provided that such amendments or supplements shall not materially
and adversely affect the interests of the Holders;


 


(b)        to
comply with ‎Article 5;


 


(c)        to
comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;


 


(d)        to
evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series by a successor Trustee
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
7.09;


 


(e)        to
establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted by ‎Section
2.03;


 


(f)        to
provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; and


 


(g)        to
make any change that does not materially and adversely affect the rights of any Holder.


 


Section 9.02.        With
Consent of Holders. Subject to Sections ‎6.04 and ‎6.07,
without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written
consent of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such
series voting together as a single class), and the Holders of a majority in principal amount of the outstanding Securities of all series
affected thereby (all such series voting together as a single class) by written notice to the Trustee may waive future compliance by the
Company with any provision of this Indenture or the Securities of such series.


 


Notwithstanding the provisions of this ‎Section
9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to ‎Section
6.04, may not:


 


(a)        change
the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security,


 


(b)        reduce
the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount);


 


(c)        reduce
the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with
respect to the Securities of the relevant series; and


 


(d)        reduce
the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental
indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided
for in this Indenture.


 


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 Holders of Securities of such series with respect to such covenant or provision,






    32 


     


    

shall
be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining
to such Securities.


 


It shall not be necessary for the consent of any
Holder under this ‎Section 9.02 to approve the particular form of
any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.


 


After an amendment, supplement or waiver under
this ‎Section 9.02 becomes effective, the Company shall give to the
Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures
to Holders upon request. 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 or waiver.


 


Section 9.03.        Revocation
and Effect of Consent. Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the
Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the Security of the consenting
Holder, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent
as to its Security or portion of its Security. Such revocation shall be effective only if the Trustee receives the notice of revocation
before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective with
respect to any Securities affected thereby on receipt by the Trustee of written consents from the requisite Holders of outstanding Securities
affected thereby.


 


The Company may, but shall not be obligated to,
fix a record date (which may be not less than five nor more than 60 days prior to the solicitation of consents) for the purpose of determining
the Holders of the Securities of any series affected entitled to consent to any amendment, supplement or waiver. If a record date is fixed,
then, notwithstanding the immediately preceding paragraph, those Persons who were such Holders at such record date (or their duly designated
proxies) and only those Persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously
given, whether or not such Persons continue to be such Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.


 


After an amendment, supplement or waiver becomes
effective with respect to the Securities of any series affected thereby, it shall bind every Holder of such Securities unless it is of
the type described in any of clauses ‎(a) through ‎(d)
of ‎Section 9.02. In case of an amendment or waiver of the type described
in clauses ‎(a) through ‎(d)
of ‎Section 9.02, the amendment or waiver shall bind each such Holder
who has consented to it and every subsequent Holder of a Security that evidences the same indebtedness as the Security of the consenting
Holder.


 


Section 9.04.        Notation
on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of any Security, the Trustee may require the
Holder thereof to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security about the changed terms and
return it to the Holder and the Trustee may place an appropriate notation on any Security of such series thereafter authenticated. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a
new Security of the same series and tenor that reflects the changed terms.


 


Section 9.05.        Trustee
to Sign Amendments, Etc. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of any amendment, supplement or waiver authorized pursuant to this ‎Article
9 is authorized or permitted by this Indenture, stating that all requisite consents have been obtained or that no consents are required
and stating that such supplemental indenture constitutes the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to customary exceptions. The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.06.        Conformity
with Trust Indenture Act. Every supplemental indenture executed pursuant to this ‎Article
9 shall conform to the requirements of the Trust Indenture Act as then in effect.


 



    33 


     


    




Article
10

Miscellaneous


 


Section 10.01.        Trust
Indenture Act of 1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required
to be part of and to govern indentures qualified under the Trust Indenture Act.


 


Section 10.02.        Notices.
Any notice or communication shall be sufficiently given if written and (a) if delivered in person when received or (b) if mailed by first
class mail 5 days after mailing, or (c) as between the Company and the Trustee if sent by facsimile transmission, when transmission is
confirmed, in each case addressed as follows:


 


if to the Company:


 


8400 E. Crescent Parkway, Suite 600

Greenwood Village, CO 80111

Attention: Chief Financial Officer


 


With copies (which shall not constitute notice):


 


8400 E. Crescent Parkway, Suite 600

Greenwood Village, CO 80111

Attention: Chief Administrative Officer

Attention: General Counsel


 


if to the Trustee:


 


[_____]


 


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


 


Any notice or communication shall be sufficiently
given to Holders of any Unregistered Securities, by publication at least once in an Authorized Newspaper in The City of New York, or with
respect to any Security the interest on which is based on the offered quotations in the interbank Eurodollar market for dollar deposits
at least once in an Authorized Newspaper in London, and by mailing to the Holders thereof who have filed their names and addresses with
the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and to Holders
of Registered Securities by mailing to such Holders at their addresses as they shall appear on the Security Register. Notice mailed shall
be sufficiently given if so mailed within the time prescribed. Copies of any such communication or notice to a Holder shall also be mailed
to the Trustee and each Agent at the same time.


 


Failure to mail a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to other Holders. Except as otherwise provided in this Indenture,
if a notice or communication is mailed in the manner provided in this ‎Section
10.02, it is duly given, whether or not the addressee receives it.


 


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


 


In case it shall be impracticable to give notice
as herein contemplated, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.


 


Section 10.03.        Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:


 



    34 


     


    




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


 


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


 


Section 10.04.        Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for
in this Indenture (other than the certificate required by ‎Section
4.04) shall include:


 


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


 


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


 


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


 


(d)        a
statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however,
that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.


 


Section 10.05.        Evidence
of Ownership. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the Holder of any Unregistered
Security and the Holder of any coupon as the absolute owner of such Unregistered Security or coupon (whether or not such Unregistered
Security or coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes, and
neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by any notice to the contrary. The fact
of the holding by any Holder of an Unregistered Security, and the identifying number of such Security and the date of his holding the
same, may be proved by the production of such Security or by a certificate executed by any trust company, bank, banker or recognized securities
dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory. Each such
certificate shall be dated and shall state that on the date thereof a Security bearing a specified identifying number was deposited with
or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate
may be issued in respect of one or more Unregistered Securities specified therein. The holding by the person named in any such certificate
of any Unregistered Securities specified therein shall be presumed to continue for a period of one year from the date of such certificate
unless at the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities
shall be produced or (2) the Security specified in such certificate shall be produced by some other Person, or (3) the Security specified
in such certificate shall have ceased to be outstanding. Subject to ‎Article
7, the fact and date of the execution of any such instrument and the amount and numbers of Securities held by the Person so executing
such instrument may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in
any other manner which the Trustee may deem sufficient.


 


The Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the person in whose name any Registered Security shall be registered upon the Security Register for
such series as the absolute owner of such Registered Security (whether or not such Registered Security shall be overdue and notwithstanding
any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the Principal of and, subject
to the provisions of this Indenture, interest on such Registered Security and for all other purposes; and neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the contrary.


 


Section 10.06.        Rules
by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Paying
Agent or Registrar may make reasonable rules for its functions.


 



    35 


     


    




Section 10.07.        Payment
Date Other Than a Business Day. Except as otherwise provided with respect to a series of Securities, if any date for payment of Principal
or interest on any Security shall not be a Business Day at any place of payment, then payment of Principal of or interest on such Security,
as the case may be, need not be made on such date, but may be made on the next succeeding Business Day at any place of payment with the
same force and effect as if made on such date and no interest shall accrue in respect of such payment for the period from and after such
date.


 


Section 10.08.        Governing
Law. The laws of the State of New York shall govern this Indenture and the Securities.


 


Section 10.09.        No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture or loan or debt agreement
of the Company or any Subsidiary of the Company. Any such indenture or agreement may not be used to interpret this Indenture.


 


Section 10.10.        Successors.
All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture
shall bind its successors.


 


Section 10.11.        Duplicate
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.


 


Section 10.12.        Separability.
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 10.13.        Table
of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions
hereof.


 


Section 10.14.        Incorporators,
Stockholders, Officers and Directors of Company Exempt from Individual Liability. No recourse under or upon any obligation, covenant
or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto,
or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future
stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any
successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining
thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.


 


Section 10.15.        Judgment
Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that vi) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in respect of the Principal of or interest on the Securities
of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered,
unless such day is not a Business Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment
Currency on the Business Day preceding the day on which final unappealable judgment is entered and vii) its obligations under this Indenture
to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection ‎(a)),
in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt,
by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected
by judgment being obtained for any other sum due under this Indenture.


 




    36 


     


    

SIGNATURES


 


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


 


	(SEAL)

    

    Attest:	 	GATOS SILVER, INC.

    as the Company

     

	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 
	(SEAL)

    

    Attest:

     
	 	[_____]

     

    as the Trustee

     

	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title: