Exhibit 4.1







 


ARGO BLOCKCHAIN PLC


 


and


 


WILMINGTON SAVINGS FUND SOCIETY, FSB


 


as Trustee


 


INDENTURE


 


dated as of [•], 2021


 


SENIOR DEBT SECURITIES


 







 



 


CROSS REFERENCE TABLE


 


	 	 	 
	TIA Section	 	Indenture Section
	310 (a)(1)	 	6.9
	(a)(2)	 	6.9
	(a)(3)	 	N/A
	(a)(4)	 	N/A
	(a)(5)	 	6.9
	(b)	 	6.8; 6.9
	311 (a)	 	6.13
	(b)	 	6.13
	312 (a)	 	7.1
	(b)	 	7.2
	(c)	 	7.2
	313 (a)	 	7.3
	(b)(1)	 	7.3
	(b)(2)	 	7.3
	(c)	 	7.3
	(d)	 	7.3
	314 (a)	 	7.4
	(b)	 	N/A
	(c)(1)	 	1.2
	(c)(2)	 	1.2
	(c)(3)	 	N/A
	(d)	 	N/A
	(e)	 	1.2
	(f)	 	1.2
	315 (a)	 	6.1
	(b)	 	6.2
	(c)	 	6.1
	(d)	 	6.1;6.3
	(e)	 	5.14
	316 (a) (last sentence)	 	1.1(“Outstanding”)
	(a)(1)(A)	 	5.12
	(a)(1)(B)	 	5.13
	(a)(2)	 	N/A
	(b)	 	5.8
	(c)	 	9.2
	317 (a)(1)	 	5.3
	(a)(2)	 	5.4
	(b)	 	10.3
	318 (a)	 	1.7


 





N/A means Not Applicable


 


Note: This Cross-Reference Table shall not, for any purpose, be deemed
to be part of this Indenture.


 



     


     


    




 


TABLE OF CONTENTS


 


	 	 	Page	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 	 
	Section 

1.1	 	Definitions	 	 	1	 	 
	Section 

1.2	 	Compliance Certificates and Opinions	 	 	5	 	 
	Section 

1.3	 	Form of Documents Delivered to Trustee	 	 	6	 	 
	Section 

1.4	 	Acts of Holders	 	 	6	 	 
	Section 

1.5	 	Notices, Etc., to Trustee or Company	 	 	7	 	 
	Section 

1.6	 	Notice to Holders; Waiver	 	 	7	 	 
	Section 

1.7	 	Conflict with Trust Indenture Act	 	 	8	 	 
	Section 

1.8	 	Effect of Headings and Table of Contents	 	 	8	 	 
	Section 

1.9	 	Successors and Assigns	 	 	8	 	 
	Section 

1.10	 	Separability Clause	 	 	8	 	 
	Section 

1.11	 	Benefits of Indenture	 	 	8	 	 
	Section 

1.12	 	Governing Law; Waiver of Jury Trial; Submission to Jurisdiction	 	 	8	 	 
	Section 

1.13	 	Legal Holidays	 	 	9	 	 
	Section 

1.14	 	Force Majeure	 	 	10	 	 
	ARTICLE II SECURITY FORMS	 	 	10	 	 
	Section 

2.1	 	Forms Generally	 	 	10	 	 
	Section 

2.2	 	Form of Trustee’s Certificate of Authentication	 	 	10	 	 
	ARTICLE III THE SECURITIES	 	 	11	 	 
	Section 

3.1	 	Amount Unlimited; Issuable in Series	 	 	11	 	 
	Section 

3.2	 	Denominations	 	 	12	 	 
	Section 

3.3	 	Execution, Authentication, Delivery and Dating	 	 	12	 	 
	Section 

3.4	 	Temporary Securities	 	 	14	 	 
	Section 

3.5	 	Registration; Registration of Transfer and Exchange	 	 	14	 	 
	Section 

3.6	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	15	 	 
	Section 

3.7	 	Payment of Interest; Interest Rights Preserved	 	 	16	 	 
	Section 

3.8	 	Persons Deemed Owners	 	 	17	 	 
	Section 

3.9	 	Cancellation	 	 	17	 	 



 






    


     


    




 


	Section 

3.10	 	Computation of Interest	 	 	17	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE	 	 	17	 	 
	Section 

4.1	 	Satisfaction and Discharge of Indenture	 	 	17	 	 
	Section 

4.2	 	Application of Trust Money	 	 	18	 	 
	ARTICLE V REMEDIES	 	 	18	 	 
	Section 

5.1	 	Events of Default	 	 	18	 	 
	Section 

5.2	 	Acceleration of Maturity; Rescission and Annulment	 	 	19	 	 
	Section 

5.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	20	 	 
	Section 

5.4	 	Trustee May File Proofs of Claim	 	 	21	 	 
	Section 

5.5	 	Trustee May Enforce Claims Without Possession of Securities	 	 	21	 	 
	Section 

5.6	 	Application of Money Collected	 	 	21	 	 
	Section 

5.7	 	Limitation on Suits	 	 	22	 	 
	Section 

5.8	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	 	22	 	 
	Section 

5.9	 	Restoration of Rights and Remedies	 	 	22	 	 
	Section 

5.10	 	Rights and Remedies Cumulative	 	 	23	 	 
	Section 

5.11	 	Delay or Omission Not Waiver	 	 	23	 	 
	Section 

5.12	 	Control by Holders	 	 	23	 	 
	Section 

5.13	 	Waiver of Past Defaults	 	 	23	 	 
	Section 

5.14	 	Undertaking for Costs	 	 	24	 	 
	Section 

5.15	 	Waiver of Usury, Stay or Extension Laws	 	 	24	 	 
	ARTICLE VI THE TRUSTEE	 	 	24	 	 
	Section 

6.1	 	Certain Duties and Responsibilities	 	 	24	 	 
	Section 

6.2	 	Notice of Defaults	 	 	25	 	 
	Section 

6.3	 	Certain Rights of Trustee	 	 	25	 	 
	Section 

6.4	 	Not Responsible for Recitals or Issuance of Securities	 	 	27	 	 
	Section 

6.5	 	May Hold Securities	 	 	27	 	 
	Section 

6.6	 	Money Held in Trust	 	 	27	 	 
	Section 

6.7	 	Compensation and Reimbursement	 	 	27	 	 
	Section 

6.8	 	Disqualification; Conflicting Interests	 	 	28	 	 



 






    


     


    

 


	Section 

6.9	 	Corporate Trustee Required; Eligibility	 	 	28	 	 
	Section 

6.10	 	Resignation and Removal; Appointment of Successor	 	 	28	 	 
	Section 

6.11	 	Acceptance of Appointment by Successor	 	 	29	 	 
	Section 

6.12	 	Merger, Conversion, Consolidation or Succession to Business	 	 	30	 	 
	Section 

6.13	 	Preferential Collection of Claims	 	 	30	 	 
	Section 

6.14	 	Appointment of Authenticating Agent	 	 	30	 	 
	Section 

6.15	 	FATCA	 	 	31	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	32	 	 
	Section 

7.1	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	32	 	 
	Section 

7.2	 	Preservation of Information; Communications to Holders	 	 	32	 	 
	Section 

7.3	 	Reports by Trustee	 	 	32	 	 
	Section 

7.4	 	Reports by Company	 	 	32	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	33	 	 
	Section 

8.1	 	Company May Consolidate, Etc., Only on Certain Terms	 	 	33	 	 
	Section 

8.2	 	Successor Substituted	 	 	34	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	 	 	34	 	 
	Section 

9.1	 	Supplemental Indentures Without Consent of Holders	 	 	34	 	 
	Section 

9.2	 	Supplemental Indentures with Consent of Holders	 	 	35	 	 
	Section 

9.3	 	Execution of Supplemental Indentures	 	 	35	 	 
	Section 

9.4	 	Effect of Supplemental Indentures	 	 	36	 	 
	Section 

9.5	 	Conformity with Trust Indenture Act	 	 	36	 	 
	Section 

9.6	 	Reference in Securities to Supplemental Indentures	 	 	36	 	 
	ARTICLE X COVENANTS	 	 	36	 	 
	Section 

10.1	 	Payment of Principal, Premium and Interest	 	 	36	 	 
	Section 

10.2	 	Maintenance of Office or Agency	 	 	36	 	 
	Section 

10.3	 	Money for Securities Payments to Be Held in Trust	 	 	36	 	 
	Section 

10.4	 	Corporate Existence	 	 	37	 	 
	Section 

10.5	 	[Reserved]	 	 	37	 	 
	Section 

10.6	 	Statement by Officer as to Default	 	 	37	 	 



 






    


     


    

 


	ARTICLE XI REDEMPTION OF SECURITIES	 	 	38	 	 
	Section 

11.1	 	Applicability of Article	 	 	38	 	 
	Section 

11.2	 	Election to Redeem; Notice to Trustee	 	 	38	 
	Section 

11.3	 	Selection by Trustee of Securities to Be Redeemed	 	 	38	 
	Section 

11.4	 	Notice of Redemption	 	 	38	 
	Section 

11.5	 	Deposit of Redemption Price	 	 	39	 
	Section 

11.6	 	Securities Payable on Redemption Date	 	 	39	 
	Section 

11.7	 	Securities Redeemed in Part	 	 	39	 
	ARTICLE XII SINKING FUNDS	 	 	39	 
	Section 

12.1	 	Applicability of Article	 	 	39	 
	Section 

12.2	 	Satisfaction of Sinking Fund Payments with Securities	 	 	40	 
	Section 

12.3	 	Redemption of Securities for Sinking Fund	 	 	40	 
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE	 	 	40	 
	Section 

13.1	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	 	 	40	 
	Section 

13.2	 	Defeasance and Discharge	 	 	40	 
	Section 

13.3	 	Covenant Defeasance	 	 	41	 
	Section 

13.4	 	Conditions to Defeasance or Covenant Defeasance	 	 	41	 
	Section 

13.5	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	 	42	 


 



     


     


    








 


INDENTURE, dated as of [•], 2021, between Argo Blockchain plc,
a public limited company incorporated under the laws of England and Wales (the “Company”), and Wilmington Savings
Fund Society, FSB, a federal savings bank, as trustee (the “Trustee”).


  


RECITALS OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 1.1 Definitions.


 


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


 


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


 


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


 


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


 


	(4)	any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture. 


 


“Act”, when used with respect to any Holder,
has the meaning specified in Section 1.4(a).


 


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


 


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


 


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


 


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


 






    1


     


    

 


“Business Day” means, for any place where
the principal and interest on the Securities is payable, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day in which
banking institutions in New York, New York, Wilmington, Delaware or London, England are authorized or obligated by law or executive order
to close.


   


“Capital Stock” for any corporation means
any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however
designated) stock issued by that corporation.


 


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


 


“Company Request” or “Company
Order” means a written request or order signed in the name of the Company by the Chief Executive Officer, acting individually,
or the Principal Financial Officer and General Counsel of the Company, acting together.


 


“Corporate Trust Office” means the office
of the Trustee at which at any particular time its corporate trust business in Wilmington, Delaware shall be principally administered,
which office as of the date of this instrument is located at Wilmington Savings Fund Society, FSB, WSFS Bank Center, 500 Delaware Avenue,
11th Floor, Wilmington, Delaware 19801, Attn: Global Capital Markets – Argo, or such other address as the Trustee may designate
from time to time by notice to the Company.


 


“corporation” includes corporations, associations,
companies (including limited liability companies) and business trusts.


 


“covenant defeasance” has the meaning specified
in Section 13.3.


 


“default”, when used in Section 6.2,
has the meaning specified in Section 6.2.


 


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


 


“defeasance” has the meaning specified in
Section 13.2.


 


“Depositary” means, with respect to the Securities
of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary
for such series by the Company pursuant to Section 3.1(b)(15); and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series.


 


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


 


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


 


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


 


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


 


“IFRS” means International Financial Reporting
Standards, as issued by the International Accounting Standards Board.


 






    2


     


    

 


“Indebtedness” of any Person means indebtedness
for borrowed money and indebtedness under purchase money mortgages or other purchase money liens or conditional sales or similar title
retention agreements, in each case where such indebtedness has been created, incurred, or assumed by such Person to the extent such indebtedness
would appear as a liability upon a balance sheet of such Person prepared in accordance with IFRS as in effect on the date hereof, guarantees
by such Person of such indebtedness, and indebtedness for borrowed money secured by any mortgage, pledge or other lien or encumbrance
upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness (but
not exceeding the amount of indebtedness secured by such mortgage, pledge, lien or encumbrance).





 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated by Section 3.1.


 


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


 


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


 


“Market Exchange Rate” has the meaning specified
in Section 1.4(f).


 


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


 


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


 


“Officer” means the Chief Executive Officer,
the Principal Financial Officer or any other duly authorized officer of the Company, including, without limitation, the General Counsel.


 


“Officer’s Certificate” means an officer’s
or officers’ certificate signed by the Chief Executive Officer, acting individually, or the Principal Financial Officer and General
Counsel of the Company, acting together.


 


“Opinion of Counsel” means a written opinion
of counsel that meets the requirements set forth in this Indenture, who may be counsel for the Company (including an employee or officer
of the Company or any of its Affiliates) and who shall be reasonably acceptable to the Trustee.


 


“Original Issue Discount Security” means
any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.2.


 


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


 


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


 


	 	(ii)	Securities for whose payment or redemption money (or in the case of payment by defeasance under Section 13.2, money, U.S. Government Obligations or both) in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust, or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent), for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and provided further, in the case of payment by defeasance under Section 13.2, that all conditions precedent to the application of such Section shall have been satisfied; and 


 


	 	(iii)	Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 5.2 and (ii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s independent right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 






    3


     


    

     


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


 


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


 


“Place of Payment”, when used with respect
to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest on the Securities
of that series are payable as specified as contemplated by Section 3.1 or, if not so specified, the City of Wilmington, Delaware.


 


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


 


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


 


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


 


“Regular Record Date” for the interest payable
on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.1.


 


“Responsible Officer”, when used with respect
to the Trustee, means, any officer within the corporate trust department of the Trustee (or any successor division or unit), including
any vice president, assistant vice president, trust officer or any other officer of the Trustee customarily performing functions similar
to those performed by any of the above designated officers who at the time shall be such officers and also means, with respect to a particular
corporate trust matter, any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject, and who, in each case, shall have direct responsibility for the administration of this Indenture.


 


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


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.5(a).


 






    4


     


    

 


“Special Record Date” for the payment of
any Defaulted Interest means a date fixed by the Company pursuant to Section 3.7(b).


    


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


 


“Subsidiary” means with respect to any Person
(i) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or
similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and (ii) any
partnership, joint venture, limited liability company or similar entity of which (x) more than 50.0% of the capital accounts, distribution
rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of
membership, general, special or limited partnership or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling
general partner or otherwise controls such entity.


 


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


 


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


 


“U.S. Government Obligation” has the meaning
set forth in Section 13.4(a).


 


“Vice President” means any vice president,
whether or not designated by a number or a word or words added before or after the title “vice president”.


 


Section 1.2 Compliance Certificates and Opinions.


 


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


 


(b) Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.6) shall include:


 


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


 


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


 


(3) a statement that, in the opinion of such individual, he or
she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether such
covenant or condition has been complied with; and


 


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


 



    5


     


    

 


Section 1.3 Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section 1.4 Acts of Holders.


 


(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it
is hereby expressly required, to the Company. The Trustee shall promptly deliver to the Company copies of any such instrument or instruments
delivered to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.4.


 


(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to
him the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate
or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient;
and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section 1.4.


 


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


 


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


 


(e) The Depositary selected pursuant to Section 3.1(b)(15),
as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action which a Holder is entitled to give or take hereunder.


 


(f) Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate delivered pursuant to Section 3.1 of this Indenture with respect to a particular
series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate
principal amount of Securities of all series or all series affected by a particular action at the time outstanding and, at such time,
there are outstanding Securities of any series which are denominated in a coin or currency other than U.S. Dollars, then the principal
amount of Securities of such series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount
of U.S. Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 1.4(f),
 “Market Exchange Rate” shall mean the noon U.S. Dollar buying rate in The City of New York for cable transfers of that currency
as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such
currency, the Trustee shall use, without liability on its part, such quotations as the Company shall deem appropriate and direct the Trustee
to use such quotation pursuant to a Company Order. The provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a series denominated in currency other than U.S. Dollars in connection with any action taken by Holders
of Securities pursuant to the terms of this Indenture.


 






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Section 1.5 Notices, Etc., to Trustee or Company.


 


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


 


	(1)	the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office or sent by facsimile, electronic transmission or first-class mail, postage-prepaid at the address set forth below: 


 


Wilmington Savings Fund Society, FSB, as Trustee 


500 Delaware Avenue, 11th Floor 


Wilmington, DE 19801 


Attention: Global Capital Markets – Argo 


Raye Goldsborough 


Facsimile: 302-421-9137 


E-mail: rgoldsborough@wsfsbank.com


 


	(2)	the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and sent, to the Company either by facsimile, electronic transmission or first-class mail, postage prepaid at the address set forth below: 


 


Argo Blockchain plc 


9th Floor 


16 Great Queen Street 


London, England WC2B 5DG 


Attention: Peter Wall 


E-mail: pwall@argoblockchain.com


 


The Company or the Trustee may designate additional or different addresses
for subsequent notices or communications.


 


Notices given by first-class mail, postage prepaid, will be deemed
given five calendar days after mailing, except in the case of notices or communications given to the Trustee, which shall be effective
only upon actual receipt by the Trustee at its Corporate Trust Office.


 


Section 1.6 Notice to Holders; Waiver.


 


Where this Indenture provides for notice to Holders (including any
notice of redemption), such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing (including facsimile
or other electronic transmission) and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address as it
appears in the Security Register or if given to the applicable Depositary (or its designee) according to the applicable procedures of
such Depositary. If such notice or communication is mailed (or delivered by electronic transmission in accordance with the applicable
procedures of the Depositary) in the manner provided above within the time prescribed herein, it is duly given, whether or not the addressee
receives it. In any case where notice to Holders is given, neither the failure to send such notice, nor any defect in any notice so sent,
to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 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. If the Company sends a notice or communication to Holders, it will send a copy to the Trustee
and each agent at the same time.


   


Notwithstanding any other provision of this Indenture or any Security,
where this Indenture or any Security provides for notice of any event (including any notice of redemption or purchase) to a Holder of
a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary pursuant to the standing
instructions from the Depositary. Notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.


 






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Section 1.7 Conflict with Trust Indenture Act.


 


If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control. If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 318(c) of
the Trust Indenture Act such imposed duties shall control. If any provision of the Indenture limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern the Indenture, such provision of
the Trust Indenture Act shall control. If any provision of the Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to apply to the Indenture as such provision of the Trust Indenture
Act is so modified or excluded, as the case may be.


 


Section 1.8 Effect of Headings and Table of Contents.


 


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


 


Section 1.9 Successors and Assigns.


 


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


 


Section 1.10 Separability Clause.


 


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


 


Section 1.11 Benefits of Indenture.


 


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


 


Section 1.12 Governing Law; Waiver of Jury Trial; Submission
to Jurisdiction; Agent for Service.


 


(a) THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY
ITS ACCEPTANCE THEREOF, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES, OR THE TRANSACTIONS CONTEMPLATED THEREBY.


 


(b) The Company irrevocably consents and submits, for itself and
in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States
Federal court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and any appellate
court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and
waives any immunity from the jurisdiction of such courts. The Company irrevocably waives, to the fullest extent permitted by law, any
objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile
or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest
extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive
and binding upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court
in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit,
action or proceeding.


    






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(c)  To the extent that the Company or any of its properties,
assets or revenues may have or may hereafter be entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty
or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim,
from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution
or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of
any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or other
matters under or arising out of or in connection with the Securities or this Deposit Agreement, the Company, to the fullest extent permitted
by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief
and enforcement.


 


(d)  Agent for Service.


 


(1) The Company has appointed Puglisi & Associates, 850
Library Avenue, Suite 204, Newark, DE 19711, 302-738-6680, as its authorized agent (the "Authorized Agent") upon which
process may be served in any such action arising out of or based on this Indenture or the transactions contemplated hereby which may be
instituted in any state or federal court in New York, New York by the Trustee or any Holder, and waives any other requirements of or objections
to personal jurisdiction with respect thereto. Subject to the Company’s rights to replace the Authorized Agent with another entity
in the manner required were the Authorized Agent to have resigned, such appointment shall be irrevocable.


 


(2) The Company represents and warrants that the Authorized Agent
has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any
and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company
further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit,
action or proceeding against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment
of such Authorized Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such
service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 1.5
hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect
in any way the validity of such service or any judgment rendered in any suit, action or proceeding based thereon. If, for any reason,
the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York,
the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly
advise the Trustee thereof.


 


(3)  In the event the Company fails to continue such designation
and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service
of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified
for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.


 


Section 1.13 Legal Holidays.


 


In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture
or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment
Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue on the amount then payable for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.


  






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Section 1.14 Force Majeure.


 


In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond
its reasonable control, including without limitation (i) any act or provision of any present or future law or regulation or governmental
authority, (ii) any act of God, (iii) natural disaster, (iv) war, (v) terrorism, (vi) civil unrest, (vii) accidents,
(viii) labor dispute, (ix) disease, (x) epidemic or pandemic, (xi) quarantine, (xii) national emergency, (xiii) loss
or malfunction of utility or computer software or hardware, (xiv) communications system failure, (xv) malware or ransomware;
(xvi) unavailability of the Federal Reserve Bank wire or telex system or other wire or other funds transfer systems, or (xvii) unavailability
of any securities clearing system; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section 1.15 U.S.A. Patriot Act.


 


The parties hereto acknowledge that in accordance with Section 326
of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money
laundering, is required to obtain, verify and record information that identities each person or legal entity that establishes a relationship
or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as
it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


ARTICLE II


 


SECURITY FORMS


 


Section 2.1 Forms Generally.


 


(a) The Securities of each series shall be in substantially the
form as shall be established by or pursuant to a Board Resolution 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
such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with
the rules of any securities exchange or as may, consistently herewith, be determined by the Officer or the Officers, as the case
may be, executing such Securities, as evidenced by his or her execution of such Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary
or any other duly authorized officer of the Company, and delivered to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 3.3 for the authentication and delivery of such Securities.


 


(b) The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officer or Officers, as the case may
be, executing such Securities, as evidenced by his or her execution of such Securities.


 


Section 2.2 Form of Trustee’s Certificate of Authentication.


 


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


 


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


 


	 	Wilmington Savings Fund Society, FSB, as Trustee
	 	 	 
	 	By:	 






	 	Authorized Signatory	 



 


	 	Date:	 


  



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ARTICLE III


 


THE SECURITIES


 


Section 3.1 Amount Unlimited; Issuable in Series.


 


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


 


(b) The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution, and (subject to Section 3.3) set forth or determined as provided in an
Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any
series,


 


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


 


(2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7
and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);


 


(3) the Person to whom any interest on a Security of the series
shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest;


 


(4) the date or dates on which the principal of the Securities
of the series is payable and/or the method by which such date or dates shall be determined;


 


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


 


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


 


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


 


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


 


(9) if other than denominations of $2,000 and any integral multiple
of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;


 


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


 


(11) if other than such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public or private debts, the currency or currencies (including composite currencies)
in which payment of the principal of (and premium, if any) and/or interest on the Securities of the series shall be payable;


 


(12) if the principal of (and premium, if any) and/or interest on the
Securities of the series are to be payable, at the election of the Company or any Holder, in a currency or currencies (including composite
currencies) other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions,
upon which, such election may be made;


 






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(13) if the amounts of payments of principal of (and premium, if any)
and/or interest on the Securities of the series may be determined with reference to an index, the manner in which such amounts shall be
determined;


 


(14) in the case of Securities of a series the terms of which are not
established pursuant to subsection (11), (12) or (13) above, whether either or both of Section 13.2 or Section 13.3 shall not
be applicable to the Securities of such series; or, in the case of Securities the terms of which are established pursuant to subsection
(11), (12) or (13) above, the adoption and applicability, if any, to such Securities of any terms and conditions similar to those contained
in Section 13.2 and/or Section 13.3;


 


(15) whether the Securities of the series shall be issued in whole
or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Security or Securities;


 


(16) any additional or different events of default that apply to Securities
of the series, and any change in the right of the Trustee or the Holders of such Securities to declare the principal thereof due and payable;


 


(17) any additional or different covenants that apply to Securities
of the series;


 


(18) the form of the Securities of the series; and


 


(19) any other terms of the series (which terms shall not contradict
the provisions of this Indenture).


 


(c) All Securities of any one series need not be issued at the
same time and may be issued from time to time and, unless otherwise provided, a series may be reopened, without the consent of the Holders,
for issuances of additional Securities of such series; provided, however, that if such additional Securities are not fungible with the
Securities of such series for U.S. federal income tax purposes, the additional Securities will have a separate CUSIP number.


 


(d) If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or any other
duly authorized officer of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting
forth the terms of the series. With respect to Securities of a series constituting a medium term note program, such Board Resolution may
provide general terms or parameters for Securities of such series and may provide that the specific terms of particular Securities of
such series, and the Persons authorized to determine such terms or parameters, may be determined in accordance with or pursuant to the
Company Order referred to in Section 3.3.


 


Section 3.2 Denominations.


 


The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by Section 3.1. In the absence of any such provisions
with respect to the Securities of any series, the Securities of such series shall be issuable in minimum denominations of $2,000 and any
integral multiple of $1,000 in excess thereof.


 


Section 3.3 Execution, Authentication, Delivery and Dating.


 


(a) The Securities shall be executed on behalf of the Company
by the Chief Executive Officer, acting individually, or the Principal Financial Officer and General Counsel for the Company, acting together.
The signature of any such Officer or Officers, as the case may be, on the Securities may be manual or facsimile.


 


(b) Securities bearing the manual or facsimile signature of an
individual who was at any time a proper Officer of the Company shall bind the Company, notwithstanding that such individual has ceased
to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date of such Securities.


 


(c) At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities; provided, that, with respect to Securities of a series constituting a medium term
note program, the Trustee shall authenticate and deliver Securities of such series for original issue from time to time in the aggregate
principal amount established for such series as may be specified from time to time by a Company Order and pursuant to such procedures
acceptable to the Trustee. The maturity dates, original issue dates, interest rates and any other terms of the Securities of such series
shall be determined by or pursuant to such Company Order and procedures.


 






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(d) If the form or terms of the Securities of the series have
been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1) if the form of any of such Securities has been established
by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions
of this Indenture;


 


(2) if the terms of any of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions
of this Indenture; and


 


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


 


(e) Notwithstanding that such form or terms have been so established,
the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture would adversely
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.


 


(f) Notwithstanding the provisions of Section 3.1 and of
the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver
the Officer’s Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise
required pursuant to this Section 3.3 at or prior to the time of authentication of each Security of such series if such documents
have been delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued.


 


(g) With respect to Securities of a series constituting a medium
term note program, if the form and general terms of the Securities of such series have been established by or pursuant to one or more
Board Resolutions or by an indenture supplemental hereto, as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, in addition to the foregoing documents and Opinion of Counsel,
or in lieu of clause (c) above, an Opinion of Counsel stating that the Securities have been duly authorized by the Company and, when
duly executed by the Company and completed and authenticated by the Trustee in accordance with the Indenture and issued, delivered and
paid for in accordance with any applicable distribution agreement, will have been duly issued under the Indenture and will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.


 


(h) Each Security shall be dated the date of its authentication.


 


(i) No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual or facsimile signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits
of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 together
with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 






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Section 3.4 Temporary Securities.


 


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


   


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


 


Section 3.5 Registration; Registration of Transfer and Exchange.


 


(a) The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities.
The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities
as herein provided and “Paying Agent” for the Securities. In acting hereunder and in connection with the Securities, the Paying
Agent and Security Registrar shall act solely as agents of the Company, and will not thereby assume any obligations towards or relationship
of agency or trust for or with any Holder.


 


(b) Upon surrender for registration of transfer of any Security
of any series at an office or agency of the Company in a Place of Payment designated by the Company pursuant to Section 10.2 for
that series, the Company shall execute and, upon Company Order, the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal
amount and tenor.


 


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


 


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


 


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


 


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


 


(g) The Company shall not be required (i) to issue, register
the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the
sending of a notice of redemption of Securities of that series selected for redemption under Section 11.3 and ending at the close
of business on the day of such transmission, or (ii) to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 






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(h) Notwithstanding the foregoing, any Global Security shall be
exchangeable pursuant to this Section 3.5 for Securities registered in the names of Persons other than the Depositary for such Security
or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such
Global Security or if any time such Depositary ceases to be a clearing agency registered under the Exchange Act and the Company has not
appointed a successor Depositary within 90 days from the date of such notice or from the date the Company became aware that such Depositary
is no longer registered, as applicable, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security
shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default of which the Trustee has been notified
with respect to the Securities and the Depositary for such Global Security requests such exchange in writing. Any Global Security that
is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall
direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.


 


(i) Notwithstanding any other provision in this Indenture, a Global
Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of such Depositary.


 


(j) The Trustee shall have no responsibility, obligation or duty
to:


 


(1) any beneficial owner of a Global Security, any member or participant
in the Depositary or any other Person with respect to (A) the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the Securities, (B) the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment
of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities, or (C) the
selection of the particular Securities or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding
of the Securities; or


 


(2) monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including
any transfers between or among the Depositary, its agent members or beneficial owners in any Global Security) other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by,
the terms of this Indenture with respect to transfers between Holders, and to examine the same to determine substantial compliance as
to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions
taken or not taken by the Depositary.


 


(3) All notices and communications to be given by any beneficial
owner of a Security and all payments to be made to any beneficial owner of a Security in respect of the Securities shall be given or made
only to or upon the order of the registered owner or owners of the Securities (which shall be the Depositary or its nominee in the case
of a Global Security). The rights of the beneficial owners of any Global Security shall be exercised only through the Depositary subject
to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and beneficial owners.


 


Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


(b) If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security and/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 has been acquired by a bona fide purchaser, the Company shall execute and, upon Company Order, the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like
tenor and principal amount, and bearing a number not contemporaneously outstanding.


 


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


 






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(d) Upon the issuance of any new Security under this Section 3.6,
the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the reasonable fees and expenses of the Trustee and its counsel) connected therewith.


 


(e) Every new Security of any series issued pursuant to this Section 3.6
in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.


 


(f) The provisions of this Section 3.6 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


Section 3.7 Payment of Interest; Interest Rights Preserved.


 


(a) Unless otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest.


 


(b) Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder entitled to such interest by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:


 


(1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of
business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a special record date (the “Special
Record Date”) for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Company shall promptly notify the Company of such Special Record Date and the Trustee, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent to each Holder of
Securities of such series in accordance with Section 1.6, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been so sent, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


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


 


(3) The Trustee will have no duty whatsoever to determine whether
any Defaulted Interest is payable or the amount thereof.


 


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


 






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Section 3.8 Persons Deemed Owners.


 


Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.7)
interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. Without limiting the generality of the
foregoing, a Holder, including any Depositary that is the Holder of a Global Security, may make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture
to be made, given or taken by Holders, and the Depositary that is the Holder of a Global Security may provide its proxy or proxies to
the beneficial owners of interests in any such Global Security through such Depositary’s standing instructions and customary practice.


 


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


 


Section 3.9 Cancellation.


 


All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which
the Company has not issued and sold and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 3.9, except as expressly permitted
by this Indenture. Subject to the record retention requirements of the Act and the Trustee’s procedures, all canceled Securities
held by the Trustee shall be disposed of as directed by a Company Order.


 


Section 3.10 Computation of Interest.


 


Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day
months.


 


ARTICLE IV


 


SATISFACTION AND DISCHARGE


 


Section 4.1 Satisfaction and Discharge of Indenture.


 


(a) This Indenture shall upon Company Request cease to be of further
effect with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of Securities
of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for), and the Trustee,
on the demand of and at the expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture
with respect to such series, when


 


(1) either


 


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


 






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


 


(i) have become due and payable, or


 


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


 


(iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the Company, in the case of (i), (ii) or (iii), has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Securities of such series not theretofore delivered to the Trustee for cancellation, for principal
(and premium, if any) and interest to the date of such deposit (in the case of Securities of such series which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be; and


 


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


 


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


 


(b) At any time when no Securities of any series are Outstanding,
this Indenture shall upon Company Request cease to be of further effect and the Trustee, at the expense of the Company, shall execute
instruments of satisfaction and discharge of this Indenture.


 


(c) Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 6.7, the obligations of the Company to any Authenticating Agent under
Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of Section 4.1(a),
the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.


 


Section 4.2 Application of Trust Money.


 


Subject to the provisions of the last paragraph of Section 10.3,
all money deposited with the Trustee pursuant to Section 4.1, all money and U.S. Government Obligations deposited with the Trustee
pursuant to Section 13.2 or Section 13.3 and all money received by the Trustee in respect of U.S. Government Obligations deposited
with the Trustee pursuant to Section 13.2 or Section 13.3, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting
as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
whose payment such money has been deposited with or received by the Trustee as contemplated by Section 4.1, Section 13.2 or
Section 13.3.


 


ARTICLE V


 


REMEDIES


 


Section 5.1 Events of Default.


 


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


 






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


 


(b) default in the payment of the principal of (or premium, if
any, on) any Security of that series when due and payable;


 


(c) default in the deposit of any sinking fund payment, to the
extent applicable, when and as due by the terms of any Security of that series;


 


(d) default in the performance, or breach, of any covenant of
the Company in this Indenture (other than a covenant a default in whose performance or whose breach is elsewhere in this Section 5.1
specifically dealt with or which has expressly been included in this Indenture solely for the benefit of a series of Securities other
than the series in respect of which the Event of Default is being determined), and continuance of such default or breach for a period
of 60 days after there has been sent to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series, a written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a “Notice of Default” hereunder;


 


(e) the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any
applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company
or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;


 


(f) the commencement by the Company of a voluntary case or proceeding
under any applicable bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated
a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under
any applicable law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or
the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to
pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or


 


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


 


Section 5.2 Acceleration of Maturity; Rescission and Annulment.


 


(a) If an Event of Default (other than an Event of Default specified
in subsection (e) or (f) of Section 5.1) with respect to Securities of any series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the entire principal amount (or, if any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in the terms thereof), together with accrued and unpaid interest,
if any, of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.
If an Event of Default specified in subsection (e) or (f) of Section 5.1 with respect to Securities of any series at the
time Outstanding occurs, the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Outstanding Securities of that
series shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of any Security
of that series.


 


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


 






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


 


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


 


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


 


(C) to the extent that payment of such interest is lawful, interest
upon overdue principal (and premium, if any) and overdue interest at the rate or rates prescribed therefor in such Securities, and


 


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


 


(2) all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 5.13.


 


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


 


(d) Upon receipt by the Trustee of any declaration of acceleration,
or rescission and annulment thereof, with respect to Securities of a series all or part of which is represented by a Global Security,
the Trustee shall establish a record date for determining Holders of Outstanding Securities of such series entitled to join in such declaration
of acceleration, or rescission and annulment, as the case may be, which record date shall be at the close of business on the day the Trustee
receives such declaration of acceleration, or rescission and annulment, as the case may be. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in such declaration of acceleration, or rescission and annulment,
as the case may be, whether or not such Holders remain Holders after such record date; provided, that unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained
prior to the day which is 90 days after such record date, such declaration of acceleration, or rescission and annulment, as the case may
be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new declaration of acceleration, or rescission
or annulment thereof, as the case may be, that is identical to a declaration of acceleration, or rescission or annulment thereof, which
has been canceled pursuant to the preceding sentence, in which event a new record date shall be established pursuant to the provision
of this Section 5.2.


 


Section 5.3 Collection of Indebtedness and Suits for Enforcement
by Trustee.


 


(a) The Company covenants that if:


 


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


 


(2) default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof; or


 


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


 






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


 


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


 


Section 5.4 Trustee May File Proofs of Claim.


 


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


 


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


 


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


 


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


 


(c) Nothing herein contained shall be deemed to authorize the
Trustee to authorize, consent to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder
in any such proceeding.


 


(d) The Trustee shall be entitled to participate as a member of
any official committee of creditors in the matters it deems advisable.


 


Section 5.5 Trustee May Enforce Claims Without Possession
of Securities.


 


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


 


Section 5.6 Application of Money Collected.


 


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


 






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FIRST: To the payment of all amounts due the Trustee (including any
predecessor trustee) under Section 6.7;


 


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


 


THIRD: To the Company.


 


Section 5.7 Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of any provision of this Indenture to affect, disturb or prejudice the rights of
any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders (it being understood
that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances affect, disturb or prejudice
the rights of, or seek to obtain priority or preference over, such Holders) or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such Holders.


 


Section 5.8 Unconditional Right of Holders to Receive Principal,
Premium and Interest.


 


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


 


Section 5.9 Restoration of Rights and Remedies.


 


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


 






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Section 5.10 Rights and Remedies Cumulative.


 


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


 


Section 5.11 Delay or Omission Not Waiver.


 


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


 


Section 5.12 Control by Holders.


 


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


 


(1) such direction shall not be in conflict with any rule of
law or with this Indenture, nor subject the Trustee to a risk of personal liability in respect of which the Trustee has not received indemnification
satisfactory to it in its sole discretion against all losses, liabilities and expenses caused by taking or not taking such action, and


 


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


 


(b) Prior to taking any such action hereunder, the Trustee shall
be entitled to indemnification and/or security satisfactory to it in its sole discretion against all fees, losses, liabilities and expenses
(including attorney’s fees and expenses) caused by or that might be caused by taking or not taking such action.


 


(c) Upon receipt by the Trustee of any such direction with respect
to Securities of a series all or part of which is represented by a Global Security, the Trustee may establish a record date for determining
Holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business
on the day the Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, that unless
such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, such direction shall
automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a
Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has
been canceled pursuant to the provisions to the preceding sentence, in which event a new record date shall be established pursuant to
the provisions of this Section 5.12.


 


Section 5.13 Waiver of Past Defaults.


 


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


 


(1) in the payment of the principal of (or premium, if any) or
interest on any Security of such series which have become due otherwise than by a declaration of acceleration under Section 5.2 and
interest thereon at the rate or rates prescribed therefor in such Securities, or


 






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


 


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


 


Section 5.14 Undertaking for Costs.


 


Each party to this Indenture agrees, and each Holder of any Security
by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted
by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14
shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or
after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).


 


Section 5.15 Waiver of Usury, Stay or Extension Laws.


 


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


 


ARTICLE VI


 


THE TRUSTEE


 


Section 6.1 Certain Duties and Responsibilities.


 


(a) Except during the continuance of an Event of Default,


 


(1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against
the Trustee; and


 


(2) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy or mathematical calculations
or other facts, statements, opinions or conclusions stated therein).


 






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


 


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


 


(1) this subsection shall not be construed to limit the effect
of subsections (a) or (d) of this Section 6.1;


 


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


 


(3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the direction, determined as provided in Section 5.12, of the
Holders of a majority in principal amount of the Outstanding Securities of any series, relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series.


 


(d) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have grounds for believing that repayment of such funds or adequate indemnity and/or security
against such risk or liability is not assured to it.


 


(e) Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 6.1.


 


Section 6.2 Notice of Defaults.


 


Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall send to all Holders of Securities of such series notice of such default hereunder known
to the Trustee (as set forth in Section 6.3(o)), unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series
or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers
of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series.
For the purpose of this Section 6.2, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of such series.


 


Section 6.3 Certain Rights of Trustee.


 


Subject to the provisions of Section 6.1:


 


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


 


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


 






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


 


(d) before the Trustee acts or refrains from acting, it may require
an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection
and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(e) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture (including,
without limitation, instituting, conducting or defending any litigation), unless such Holders shall have offered to the Trustee security
and/or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such
request or direction;


 


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


 


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


 


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


 


(i) the Trustee is not required to give any bond or surety with
respect to the performance of its duties or the exercise of its powers under this Indenture;


 


(j) in no event shall the Trustee be responsible or liable for
special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective
of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;


 


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


 


(l) [Intentionally omitted – see Section 1.14]


 


(m) the Trustee shall have no responsibility for any information
in any offering document or other disclosure material distributed with respect to any series of Securities, and the Trustee shall have
no responsibility for compliance with any state or federal securities laws in connection with the Securities, other than the filing of
any documents required to be filed by an indenture trustee pursuant to the Trust Indenture Act or otherwise required in the Indenture;


 






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(n) the permissive rights of the Trustee to do things enumerated
in this Indenture shall not be construed as duties;


 


(o) the Trustee shall not be deemed to have notice or be charged
with knowledge of any default or Event of Default unless written notice of such default or Event of Default from the Company or any Holder
is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities
and this Indenture; and


 


(p) 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 the rights or power conferred upon it by this Indenture.


 


Section 6.4 Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or
the proceeds thereof. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office
at any time or otherwise to perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this
Indenture.


 


Section 6.5 May Hold Securities.


 


The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.6 Money Held in Trust.


 


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


 


Section 6.7 Compensation and Reimbursement.


 


The Company agrees:


 


(a) to pay to the Trustee from time to time such reasonable compensation
for its acceptance of this Indenture and for its services hereunder as Trustee, Paying Agent, Security Registrar and in all other capacities
in which it is serving hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(b) to reimburse the Trustee upon its request for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in
its employ), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct as
determined by a court of appropriate jurisdiction in a final, non-appealable judgment; and


 


(c) to indemnify the Trustee, any predecessor Trustee and their
respective agents, directors, employees and officers for, and to hold them harmless against, any loss, damage, claim, liability or out-of-pocket
expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel, court costs and taxes (other
than taxes based upon, measured or determined by the income of the Trustee, any predecessor Trustee or their respective agents, directors,
employees and officers or other than any such taxes which by law is for the account of the Holders of the Securities)) incurred without
gross negligence or willful misconduct on its or their part (as determined by a competent court of appropriate jurisdiction in a final,
non-appealable judgment), arising out of or in connection with this Indenture, the Securities, the acceptance or administration of the
trust or trusts hereunder, including the reasonable costs and out-of-pocket expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of the Trustee’s powers or duties hereunder, or in connection with enforcing
the provisions of this Section.


 






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The Trustee shall notify the Company promptly of any claim for which
it may seek indemnification pursuant to the provisions of this Indenture. Failure by the Trustee to so notify the Company shall not relieve
the Company of its obligations hereunder. The Company shall be entitled to participate in, and to the extent that it shall wish, to assume
the defense of such claim, with counsel satisfactory to the Trustee (and the Trustee shall cooperate in the defense thereof). The Trustee
may employ separate counsel at the expense of the Company. Any settlement which affects the Trustee may not be entered into without the
consent of the Trustee. After the Company has assumed the defense of any indemnified party hereunder, no such indemnified party may settle
or compromise any suit or action without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or
delayed).


 


As security for the performance of the obligations of the Company under
this Section 6.7, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the payment of principal of, premium, if any, or interest, if any, on particular Securities.


 


In addition to, but without prejudice to its other rights under this
Indenture, when the Trustee incurs out-of-pocket expenses or renders services in connection with an Event of Default specified in Section 5.1(e) and
Section 5.1(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services
are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.


 


The provisions of this Section 6.7, and the obligations of the
Company hereunder, shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination
of this Indenture for any reason.


 


Section 6.8 Disqualification; Conflicting Interests.


 


The Trustee shall comply with the terms of Section 310(b) of
the Trust Indenture Act.


 


Section 6.9 Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder which shall be eligible
to act as such pursuant to the Trust Indenture Act and which shall be a corporation organized and doing business under the laws of the
United States of America, any state thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority.
If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section 6.9, the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 6.9, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VI.


 


Section 6.10 Resignation and Removal; Appointment of Successor.


 


(a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 6.11.


 


(b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required
by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning
Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.


 


(c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered
to the Trustee and to the Company not less than 30 days prior to the effective date of such removal.


 


(d) If at any time:


 






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(1) the Trustee shall fail to comply with Section 6.8 after
written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months;


 


(2) the Trustee shall cease to be eligible under Section 6.9
and shall fail to resign after written request therefor by the Company or by any such Holder; or


 


(3) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such
case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Security for at least six months may, on its own behalf and on behalf of all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


(e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply
with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence
of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11,
become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed
by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on its own behalf and on behalf of all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities
of any series by sending written notice of such event to all Holders of Securities of such series in the manner provided in Section 1.6.
Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


(g) Notwithstanding replacement of the Trustee pursuant to this
Section 6.10, the Company’s obligations under Section 6.7 hereof shall continue for the benefit of the retiring Trustee.


 


(h) The resigning Trustee shall have no responsibility or liability
for any action or inaction of a successor Trustee.


 


Section 6.11 Acceptance of Appointment by Successor.


 


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


 






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(b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee
shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; (2) 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.


 


(c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers
and trusts referred to in paragraph (a) and (b) of this Section 6.11, as the case may be.


 


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


 


Section 6.12 Merger, Conversion, Consolidation or Succession
to Business.


 


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


 


Section 6.13 Preferential Collection of Claims.


 


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


 


Section 6.14 Appointment of Authenticating Agent.


 


(a) At any time when any of the Securities remain Outstanding,
the Trustee may, and upon request of the Company, shall, appoint an Authenticating Agent(s) with respect to one or more series of
Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 3.6. Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States
of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating
Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section 6.14.


 






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(b) Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this
Section 6.14, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


(c) An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and the Company, and the Trustee shall terminate any such agency promptly upon request by
the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section 6.14, the Trustee may and, upon request of the Company,
shall appoint a successor Authenticating Agent which shall be acceptable to the Company and shall send written notice in the manner provided
in Section 1.6 of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section 6.14.


 


(d) The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section 6.14.


 


(e) If an appointment of an Authenticating Agent with respect
to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in lieu of
the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:


 


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


 


	 	Wilmington Savings Fund Society, FSB, as Trustee
	 	 	 
	 	By	 
	 	 	as Authenticating Agent
	 	 	 
	 	By	 
	 	 	Authorized Signatory


 


Section 6.15 FATCA.


 


Notwithstanding any other provision of this Indenture, the Trustee
shall be entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present
or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements
thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant
Holder failing to satisfy any certification or other requirements in respect of the Securities, in which event the Trustee shall make
such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld
or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding
tax.


 


The Company hereby covenants with the Trustee that it will provide
the Trustee with sufficient information so as to enable the Trustee to determine whether or not the Trustee is obliged, in respect of
any payments to be made by it pursuant to this Indenture, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of
the US Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471
through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement
between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental
agreement).


 






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ARTICLE VII


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


Section 7.1 Company to Furnish Trustee Names and Addresses
of Holders.


 


If the Trustee is not the Security Registrar, the Company will furnish
or cause to be furnished to the Trustee:


 


(a) semi-annually (at intervals of not more than six months),
not later than 5 days after each Regular Record Date (or, if there is no Regular Record Date relating to a series, semi-annually on dates
set forth in the Board Resolution or supplemental indenture with respect to such series), a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such date, and


 


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


 


Section 7.2 Preservation of Information; Communications to
Holders.


 


(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1
and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list
furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.


 


(b) Holders of any series may communicate pursuant to Section 312(b) of
the Trust Indenture Act with other Holders of that series or any other series with respect to their rights under this Indenture or the
Securities of that series or any other series. The Company, the Trustee, the Registrar and any other Person shall have the protection
of Section 312(c) of the Trust Indenture Act.


 


Section 7.3 Reports by Trustee.


 


(a) Within 60 days after January 1 of each year, commencing
the January 1 following the date of this Indenture, the Trustee shall, to the extent that any of the events described in Section 313(a) of
the Trust Indenture Act occurred within the previous twelve months, but not otherwise, send to each Holder a brief report dated as of
such date that complies with Section 313(a) of the Trust Indenture Act. The Trustee also shall comply with Sections 313(a),
313(b), 313(c) and 313(d) of the Trust Indenture Act.


 


(b) A copy of each report at the time of transmission to Holders
shall be sent to the Company and filed with the Commission and each securities exchange, if any, on which the Securities of that series
are listed.


 


(c) The Company shall notify the Trustee if the Securities of
any series become listed on any securities exchange or of any delisting thereof and the Trustee shall comply with Section 313(d) of
the Trust Indenture Act.


 


Section 7.4 Reports by Company.


 


(a) The Company shall:


 


(1) so long as the Notes of any series are issued and outstanding and the Company is, at any time, not subject to the reporting requirements
of the Exchange Act, make available to Holders and the Trustee its audited annual consolidated financial statements and unaudited interim
consolidated financial statements within the time periods that were specified and applicable to the Company under the Exchange Act immediately
prior to the Company no longer being subject to the reporting requirements of Exchange Act. All such financial statements will be prepared,
in all material respects, in accordance with International Financial Reporting Standards or U.S. Generally Accepted Accounting Principles,
as applicable. For the avoidance of doubt, the filing or furnishing of the foregoing financial statements or other information to the Commission or
the publication thereof on the Company's website, shall be deemed effective delivery of such information to the Holders and the Trustee;


 






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(2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect
to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and
regulations; and


 


(3) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents
and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.


 


(b) In each case that the Company electronically delivers materials
to the Trustee or files documents pursuant to the Commission’s “EDGAR” system (or any successor electronic filing system),
such delivery or filing shall be deemed to be “filed” with the Trustee for purposes of this Section 7.4.


 


(c) Delivery of such reports, information and documents to the
Trustee pursuant to paragraph (a)(1) and (a)(2) of this Section 7.4 is for informational purposes only and the Trustee’s
receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no duty to review or analyze reports, information
and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise,
the Company’s compliance with the any of the covenants hereunder, to determine whether any such information, reports or other documents
are filed or furnished with the SEC, on any website or on any protected online data system or to participate on any conference calls.


 


ARTICLE VIII


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


 


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


 


(a) The Company shall not merge or consolidate with or into any
other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease, convey or otherwise
dispose of all or substantially all of its property (provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured
debt instrument of the Company or its Subsidiaries shall not be deemed to be any such sale, transfer, lease, conveyance or disposition)
in one transaction or series of related transactions unless:


 


(1) the Company shall be the surviving Person (the “Surviving
Person”) or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale,
transfer, lease, conveyance or disposition is made shall be organized and existing under the laws of England and Wales, the United States
of America, any state thereof or the District of Columbia, or of another country which is a member of the Organization for Economic Cooperation
and Development;


 


(2) the Surviving Person (if other than the Company) expressly
assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving
Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Securities Outstanding, and the
due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company;


 


(3) immediately after giving effect to such transaction or series
of related transactions, no default or Event of Default has occurred and is continuing; and


 


(4) in the case of a merger where the Surviving Person is other
than the Company, the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of
Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 8.1
and that all conditions precedent in this Indenture relating to such transaction have been complied with; provided that in giving an opinion
of counsel, counsel may rely on an officers’ certificate as to any matters of fact, including as to the satisfaction of clause (3) above.


 






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Section 8.2 Successor Substituted.


 


Upon any consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety
in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or the
Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture
and the Securities.


 


ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


Section 9.1 Supplemental Indentures Without Consent of Holders.


 


Without the written consent of any Holders, the Company, when authorized
by a Board Resolution, and the Trustee (at the direction of the Company) at any time and from time to time, may enter into one or more
indentures supplemental hereto to undertake clarifications and certain other changes that would not adversely affect Holders in any material
respect, including changes:


 


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


 


(b) to add to the covenants of the Company such new covenants,
restrictions, conditions or provisions for the protection of the Holders of all or any series of Securities;


 


(c) to make the occurrence, or the occurrence and continuance,
of a default in any of such additional covenants, restrictions, conditions or provisions pursuant to Section 9.1(2) an Event
of Default;


 


(d) to modify, eliminate or add to any of the provisions of this
Indenture to such extent as necessary to effect the qualification of the indenture under the Trust Indenture Act, and to add to this Indenture
such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of
the Trust Indenture Act;


 


(e) to cure any ambiguity, to correct or supplement any provision
herein or in any supplemental indenture which may be defective or inconsistent with any other provisions herein or in any supplemental
indenture or to conform the terms of the Indenture or the Notes to the terms thereof as previously disclosed by the Company;


 


(f) to secure the Securities;


 


(g) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 6.11(b);


 


(h) to establish the form or terms of Securities of any series
as permitted by Sections 2.1 and 3.1, including any subordination provisions; or


 


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


 






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Section 9.2 Supplemental Indentures with Consent of Holders.


 


(a) With the consent of the Holders of not less than a majority
in principal amount of the Outstanding Securities of each series so affected by such supplemental indenture, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee (at the direction of the Company)
may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of the Securities of such series or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture.


 


Without the written consent of the Holder of each Outstanding Securities
affected thereby, a supplemental indenture under this Section 9.2 shall not (with respect to any Outstanding Security held by a non-consenting
Holder):


 


(1) change the Stated Maturity of, the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon, or change any Place
of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date);


 


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


 


(3) modify any of the provisions of this Section 9.2 or Section 5.13,
except to increase the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required
under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion
of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(7).


 


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


 


(c) It shall not be necessary for any Act of Holders under this
Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.


 


(d) The Company may set a record date for purposes of determining
the identity of Holders of Securities entitled to consent pursuant to this Section 9.2. Such record date shall be the later of (i) thirty
days prior to the first solicitation of such consent or (ii) the date of the most recent list of Holders furnished to the Trustee
prior to such solicitation pursuant to Section 7.1. Any vote or action pursuant to this Section 9.2 can only be taken by Persons
who are Holders on such record date and, unless otherwise specified, such vote or action must take place on or prior to the 180th day
after such record date. The Company may change the record date at its option, and the Company will provide written notice to the Trustee
and to each Holder of any such change of record date.


 


Section 9.3 Execution of Supplemental Indentures.


 


In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Officer’s Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies
with the provisions hereof (including Section 9.5 hereof) and an Opinion of Counsel to the effect that such supplemental indenture
is enforceable against the Company in accordance with its terms, subject to then customary exceptions. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, or immunities or liabilities
under this Indenture or otherwise.


 






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Section 9.4 Effect of Supplemental Indentures.


 


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


 


Section 9.5 Conformity with Trust Indenture Act.


 


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


 


Section 9.6 Reference in Securities to Supplemental Indentures.


 


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


 


ARTICLE X


 


COVENANTS


 


Section 10.1 Payment of Principal, Premium and Interest.


 


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


 


(b) An installment of principal or interest shall be considered
paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay such installment
and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture or otherwise.


 


Section 10.2 Maintenance of Office or Agency.


 


(a) The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities
of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect
of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. No office of the Trustee shall be an office or agency of the Company for the purposes of service of legal
process on the Company.


 


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


 


Section 10.3 Money for Securities Payments to Be Held in Trust.


 


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


 






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


 


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


 


(1) hold all sums held by it for the payment of the principal
of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(2) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest on the
Securities of that series; and


 


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


 


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


 


(e) Subject to any applicable escheat, or abandoned or unclaimed property
law, any  money deposited with the Trustee or any Paying Agent,
or then held by the Company in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series,
and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid
to the Company on Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.


 


Section 10.4 Corporate Existence.


 


Subject to Article VIII, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate existence.


 


Section 10.5 [Reserved].


 


Section 10.6 Statement by Officer as to Default.


 


The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an Officer’s Certificate stating whether or not to the best
knowledge of the signer thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions
applicable to the Company and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which
he or she may have knowledge. If any default or Event of Default under Section 5.1 has occurred and is continuing, within 10 Business
Days after its becoming aware of such occurrence the Company shall deliver to the Trustee an Officer’s Certificate specifying such
event and what action the Company is taking or proposes to take with respect thereto.


 






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ARTICLE XI


 


REDEMPTION OF SECURITIES


 


Section 11.1 Applicability of Article.


 


Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1 for Securities
of any series) in accordance with this Article XI.


 


Section 11.2 Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of like tenor of any series,
the Company shall, at least two Business Days before notice of redemption is required to be delivered to Holders pursuant to Section 11.4
hereof, notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. Any such notice
may be cancelled at any time prior to notice of such redemption being sent to any Holder and shall thereby be void and of no effect. In
the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such
restriction.


 


Section 11.3 Selection by Trustee of Securities to Be Redeemed.


 


(a) If less than all the Securities of like tenor of any series
are to be redeemed, the particular securities to be redeemed shall be selected by the Trustee not more than 45 days prior to the Redemption
Date, from the Outstanding Securities of like tenor of such series not previously called for redemption, by lot or, in the Trustee’s
discretion, on a pro-rata basis, subject to the redemption procedures of the applicable depositary, and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof)
of the principal amount of such Securities of a denomination larger than the minimum authorized denomination for such Securities.


 


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


 


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


 


Section 11.4 Notice of Redemption.


 


(a) Notice of redemption shall be sent not less than 10 nor more
than 60 days prior to the Redemption Date to each Holder of Securities to be redeemed, in accordance with Section 1.6; provided,
that such notice of redemption may be furnished, in the Company’s discretion, more than 60 days prior to the Redemption Date if
the notice is issued in connection with a satisfaction and discharge of this Indenture with respect to Securities of any series or a defeasance
of the Securities pursuant to Articles IV or XIII hereof.


 


All notices of redemption shall state:


 


(1) the Redemption Date;


 


(2) the Redemption Price (or the method of calculating or determining
the Redemption Price);


 


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


 


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


 


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


 






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(6) the CUSIP number and/or similar numbers of such Securities,
if any (or any other numbers used by a Depositary to identify such Securities);


 


(7) the place or places where such Securities are to be surrendered
for payment of the Redemption Price; and


 


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


 


(b) Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company’s request made in an Officer’s Certificate, requesting that
the Trustee give such notice, at least two Business Days prior to the date the notice of redemption is to be given (unless a shorter time
period shall be acceptable to the Trustee), by the Trustee in the name and at the expense of the Company.


 


Section 11.5 Deposit of Redemption Price.


 


No later than 11:00 a.m. New York time on the Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company shall
segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date;
provided, however, that to the extent any such money is received by the Trustee or a Paying Agent from the Company after 11:00 a.m. New
York time, on the due date, such money will be deemed deposited within one Business Day of receipt thereof.


 


Section 11.6 Securities Payable on Redemption Date.


 


(a) Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and, from and after
such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to
bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company
at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 3.7.


 


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


 


Section 11.7 Securities Redeemed in Part.


 


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


 


ARTICLE XII


 


SINKING FUNDS


 


Section 12.1 Applicability of Article.


 


(a) The provisions of this Article shall be applicable to
any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 3.1 for Securities
of such series.


 


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






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Section 12.2 Satisfaction of Sinking Fund Payments with Securities.


 


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


 


Section 12.3 Redemption of Securities for Sinking Fund.


 


Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment
of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.2
and will also deliver to the Trustee any such Securities. Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
11.6 and 11.7.


 


ARTICLE XIII


 


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.1 Applicability of Article; Company’s Option
to Effect Defeasance or Covenant Defeasance.


 


Unless pursuant to Section 3.1 provision is made for either or
both of (a) defeasance of the Securities of a series under Section 13.2 to not be applicable with respect to the Securities
of such series or (b) covenant defeasance of the Securities of a series under Section 13.3 to not be applicable with respect
to the Securities of such series, then the provisions of such Sections 13.2 and 13.3, together with the other provisions of this Article XIII,
shall be applicable to the Securities of such series, and the Company may at its option by or pursuant to a Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 13.2 or Section 13.3 be applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below in this Article XIII.


 


Section 13.2 Defeasance and Discharge.


 


Upon the Company’s exercise of the option set forth in Section 13.1
applicable to this Section 13.2, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding
Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute instruments acknowledging
the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders
of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth
in such Section, payments in respect of the principal of (and premium, if any) and interest on such Secu rities when such payments are
due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the
rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and
otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this
Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2
notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.


 






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Section 13.3 Covenant Defeasance.


 


Upon the Company’s exercise of the option set forth in Section 13.1
applicable to this Section 13.3, the Company shall be released from its obligations under Sections 7.4 and 10.4 and clause (2) of
the first paragraph of Section 8.1 and any other covenants to be applicable to the Securities of a series as specified pursuant to
Section 3.1 unless specified otherwise pursuant to such Section (and the failure to comply with any such provisions shall not
constitute a default or Event of Default under Section 5.1), and the occurrence of any event described in Section 5.1(d) and
Section 5.1(g) and any other Events of Default to be applicable to the Securities of a series as specified pursuant to Section 3.1
unless specified otherwise pursuant to such Section shall not constitute a default or Event of Default hereunder, with respect to
the Outstanding Securities of such series on and after the date the conditions set forth below are satisfied (hereinafter, “covenant
defeasance”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such
series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any
such Section with respect to it, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


 


Section 13.4 Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to application of either Section 13.2
or Section 13.3 to the Outstanding Securities of such series:


 


(a) the Company shall irrevocably have deposited or caused to
be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.9 who shall agree to comply
with the provisions of this Article XIII applicable to it) as trust funds in trust for the purpose of making the following payments,
for the benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through
the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due
date of any payment, money in an amount, or (C) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally
recognized firm of independent public accountants, investment bank or appraisal firm, to pay and discharge, and which shall be applied
by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) on and each installment
of principal of (premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity or on the Redemption
Date, as the case may be (the Company being required to specify whether the Outstanding Securities of such series are being defeased to
maturity or to a particular redemption date), of such principal or installment of principal or interest and (ii) any mandatory sinking
fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due
and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations”
means securities that are (1) direct obligations of the United States for the payment of which its full faith and credit is pledged,
or (2) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which in either case, are not callable
or redeemable by the issuer thereof and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest
on any such U.S. Government Obligations held by such custodian for the account of the holder of such 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 Obligations or the specific payment of principal of
or interest on the U.S. Government Obligations evidenced by such depository receipt;


 


(b) no Event of Default with respect to the Securities of such
series shall have occurred and be continuing on the date of such deposit (other than a default resulting from borrowing of funds to be
applied to such deposit and the grant of any lien securing such borrowing);


 






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(c) no defaults or Events of Default related to bankruptcy, insolvency
or organization occurs during the 90 days following the deposit;


 


(d) such defeasance or covenant defeasance must not result in
the trust arising from the deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended
(the “Investment Company Act”), unless such trust will be registered under the Investment Company Act or exempt
from registration thereunder;


 


(e) such defeasance or covenant defeasance 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
it is bound (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any lien securing such
borrowing);


 


(f) such defeasance or covenant defeasance must not cause the
trustee to have a conflicting interest within the meaning of the Trust Indenture Act;


 


(g) such defeasance or covenant defeasance shall not cause any
Securities of such series then listed on any registered national securities exchange under the Exchange Act to be delisted;


 


(h) in the case of an election under Section 13.2, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities
of such series will not recognize gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;


 


(i) in the case of an election under Section 13.3, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series
will not recognize gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not
occurred;


 


(j) such defeasance or covenant defeasance shall be effected in
compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to
Section 3.1; and


 


(k) the Company shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under
Section 13.2 or the covenant defeasance under Section 13.3, as the case may be, have been complied with.


 


Section 13.5 Deposited Money and U.S. Government Obligations
to Be Held in Trust; Other Miscellaneous Provisions.


 


(a) Subject to the provisions of the last paragraph of Section 10.3,
all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively,
for purposes of this Section 13.5, the “Trustee”) pursuant to Section 13.4 in respect of the Outstanding
Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own paying agent), to
the Holders of such Securities, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest,
but such money need not be segregated from other funds except to the extent required by law.


 


(b) The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.4 or the
principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the
Holders of the Outstanding Securities of such series.


 


(c) Anything in this Article XIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by
it as provided in Section 13.4 which, in the opinion of a nationally recognized firm of independent public accountants, investment
bank or appraisal firm expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.


 


(d) In the event that the Trustee is unable to apply the funds
held in trust to the payment of obligations under the Securities by reason of a court order or governmental injunction or prohibition,
then those of the Company’s obligations discharged under the defeasance or covenant defeasance will be revived and reinstated as
though no deposit of funds had occurred, until such time as the Trustee is permitted to apply all funds held in trust under the procedure
described above to the payment of obligations under the Securities. However, if the Company makes any payment of principal or interest
the Holders, the Company will have the right to receive such payments from the trust in the place of the Holders.


 


* * * *


 






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This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
The exchange of copies of this Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute
effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature
pages for all purposes. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided
that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital
signature provided by DocuSign or such other digital signature provider as specified in writing to the Trustee by the Company, in English).
The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications
to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception
and misuse by third parties.


 


[The remainder of this page intentionally
left blank.]


 






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


 


	 	ARGO BLOCKCHAIN PLC
	 	 	 
	 	By:	 
	 	 	Name: Peter Wall
	 	 	Title: Chief Executive Officer


 


	 	Wilmington Savings Fund Society, FSB, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page – Indenture]