EXHIBIT 4.2


 


Comtech
Telecommunications Corp.


 


———


 


INDENTURE


 


Dated as of


[_____], 20[__]


 


———


DEBT SECURITIES


 


THE BANK OF NEW YORK MELLON 


Trustee


  



     


     


    

 


CROSS-REFERENCE SHEET*


 


Reconciliation and tie between Trust Indenture
Act and Indenture


  


	Trust Indenture
    Act Section	 	Indenture
    Section
	§ 310(a) 	 	11.04(a), 16.02
	§ 310(b) 	 	11.01(f), 11.04(b), 11.05(1), 16.02
	§ 310(b) (i) 	 	11.01(f), 11.04(b), 16.02
	§ 311(a) 	 	11.01(f), 11.11, 16.02
	§ 311(b) 	 	11.01(f), 11.11, 16.02
	§ 312	 	14.02(d), 16.02
	§ 312(b) 	 	11.10, 14.02(d), 16.02
	§ 312(c) 	 	11.10, 14.02(d), 16.02
	§ 313	 	10.01(a), 16.02
	§ 313(a) 	 	10.01(a), 16.02
	§ 313(b) 	 	10.01(a), 16.02
	§ 314	 	16.02
	§ 315(e) 	 	11.05, 16.02
	§ 316	 	16.02
	§ 317	 	16.02
	§ 318	 	16.02


 


*This cross-reference sheet shall not, for any purpose, be deemed
to be a part of this Indenture.


 




     


     


    

 


TABLE OF CONTENTS* 


 


	 	 	 	PAGE
	ARTICLE I
	 
	DEFINITIONS
	 	 	 	 
	Section 1.01	 	Definitions	1
	 
	ARTICLE II
	 
	FORMS OF SECURITIES
	 	 	 	 
	Section 2.01	 	Terms of the Securities	9
	Section 2.02	 	Form of Trustee’s Certificate of Authentication	9
	Section 2.03	 	Form of Trustee’s Certificate of Authentication by an Authenticating Agent	10
	 
	ARTICLE III
	 
	THE DEBT SECURITIES
	 	 	 	 
	Section 3.01	 	Amount Unlimited; Issuable in Series	10
	Section 3.02	 	Denominations	13
	Section 3.03	 	Execution, Authentication, Delivery and Dating	13
	Section 3.04	 	Temporary Securities	16
	Section 3.05	 	Registrar	16
	Section 3.06	 	Transfer and Exchange	17
	Section 3.07	 	Mutilated, Destroyed, Lost and Stolen Securities	21
	Section 3.08	 	Payment of Interest; Interest Rights Preserved	21
	Section 3.09	 	Cancellation	22
	Section 3.10	 	Computation of Interest	23
	Section 3.11	 	Currency of Payments in Respect of Securities	23
	Section 3.12	 	Judgments	23
	Section 3.13	 	CUSIP Numbers	24
	 
	ARTICLE IV
	 
	REDEMPTION OF SECURITIES
	 	 	 	 
	Section 4.01	 	Applicability of Right of Redemption	24
	Section 4.02	 	Selection of Securities to be Redeemed	24
	Section 4.03	 	Notice of Redemption	24


 






     


     


    

 





	Section 4.04	 	Deposit of Redemption Price	25
	Section 4.05	 	Securities Payable on Redemption Date	26
	Section 4.06	 	Securities Redeemed in Part	26
	 
	ARTICLE V
	 
	SINKING FUNDS
	 	 	 	 
	Section 5.01	 	Applicability of Sinking Fund	26
	Section 5.02	 	Mandatory Sinking Fund Obligation	27
	Section 5.03	 	Optional Redemption at Sinking Fund Redemption Price	27
	Section 5.04	 	Application of Sinking Fund Payment	27
	 
	ARTICLE VI
	 
	PARTICULAR COVENANTS OF THE COMPANY
	 	 	 	 
	Section 6.01	 	Payments of Securities	28
	Section 6.02	 	Paying Agent	28
	Section 6.03	 	To Hold Payments in Trust	29
	Section 6.04	 	Merger, Consolidation and Sale of Assets	30
	Section 6.05	 	Compliance Certificate	31
	Section 6.06	 	Conditional Waiver by Holders of Securities	31
	Section 6.07	 	Statement by Officers as to Default	31
	 
	ARTICLE VII
	 
	REMEDIES OF TRUSTEE AND SECURITYHOLDERS
	 	 	 	 
	Section 7.01	 	Events of Default	32
	Section 7.02	 	Acceleration; Rescission and Annulment	33
	Section 7.03	 	Other Remedies	34
	Section 7.04	 	Trustee as Attorney-in-Fact	35
	Section 7.05	 	Priorities	36
	Section 7.06	 	Control by Securityholders; Waiver of Past Defaults	36
	Section 7.07	 	Limitation on Suits	36
	Section 7.08	 	Undertaking for Costs	37
	Section 7.09	 	Remedies Cumulative	37




  




     


     


    

 


	ARTICLE VIII
	 
	CONCERNING THE SECURITYHOLDERS
	 	 	 	 
	Section 8.01	 	Evidence of Action of Securityholders	38
	Section 8.02	 	Proof of Execution or Holding of Securities	38
	Section 8.03	 	Persons Deemed Owners	39
	Section 8.04	 	Effect of Consents	39
	 	 	 	 
	ARTICLE IX
	 
	REPORTS BY THE COMPANY AND TRUSTEE AND SECURITYHOLDERS’ LISTS
	 	 	 	 
	Section 9.01	 	Reports by Trustee	39
	Section 9.02	 	Reports by the Company	40
	Section 9.03	 	Securityholders’ Lists	40
	 
	ARTICLE X
	 
	CONCERNING THE TRUSTEE
	 	 	 	 
	Section 10.01	 	Rights of Trustees; Compensation and Indemnity	40
	Section 10.02	 	Duties of Trustee	43
	Section 10.03	 	Notice of Defaults	44
	Section 10.04	 	Eligibility; Disqualification	45
	Section 10.05	 	Resignation and Notice; Removal	45
	Section 10.06	 	Successor Trustee by Appointment	46
	Section 10.07	 	Successor Trustee by Merger	47
	Section 10.08	 	Right to Rely on Officer’s Certificate	47
	Section 10.09	 	Appointment of Authenticating Agent	47
	Section 10.10	 	Communications by Securityholders with Other Securityholders	48
	Section 10.11	 	Preferential Collection of Claims Against Company	48
	 
	ARTICLE XI
	 
	SATISFACTION AND DISCHARGE; DEFEASANCE
	 	 	 	 
	Section 11.01	 	Satisfaction and Discharge of Indenture	49
	Section 11.02	 	Discharge or Defeasance upon Deposit of Moneys or U.S. Government Obligations	50
	Section 11.03	 	Repayment to Company	51
	Section 11.04	 	Indemnity for U.S. Government Obligations	51
	Section 11.05	 	Deposits to Be Held in Escrow	51
	Section 11.06	 	Application of Trust Money	52
	Section 11.07	 	Deposits of Non-U.S. Currencies	52







 




     


     


    

  


	ARTICLE XII
	 
	IMMUNITY OF CERTAIN PERSONS
	 	 
	Section 12.01	 	No Personal Liability	52
	 	 	 	 
	ARTICLE XIII
	 
	IMMUNITY OF CERTAIN PERSONS
	 	 	 	 
	Section 13.01	 	Without Consent of Securityholders	53
	Section 13.02	 	With Consent of Securityholders; Limitations	55
	Section 13.03	 	Trustee Protected	56
	Section 13.04	 	Effect of Execution of Supplemental Indenture	56
	Section 13.05	 	Notation on or Exchange of Securities	57
	Section 13.06	 	Conformity with TIA	57
	 
	ARTICLE XIV
	 
	SUBORDINATION OF SECURITIES
	 	 	 	 
	Section 14.01	 	Agreement to Subordinate	57
	Section 14.02	 	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	57
	Section 14.03	 	No Payment on Securities in Event of Default on Senior Indebtedness	59
	Section 14.04	 	Payments on Securities Permitted	59
	Section 14.05	 	Authorization of Securityholders to Trustee to Effect Subordination	60
	Section 14.06	 	Notices to Trustee	60
	Section 14.07	 	Trustee as Holder of Senior Indebtedness	60
	Section 14.08	 	Modifications of Terms of Senior Indebtedness	61
	Section 14.09	 	Reliance on Judicial Order or Certificate of Liquidating Agent	61
	Section 14.10	 	Satisfaction and Discharge; Discharge and Covenant Defeasance	61
	Section 14.11	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	61
	 
	ARTICLE XV
	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 
	Section 15.01	 	Certificates and Opinions as to Conditions Precedent	62
	Section 15.02	 	Trust Indenture Act Controls	63
	Section 15.03	 	Notices to the Company and Trustee	63
	Section 15.04	 	Notices; Waiver of Notice	63
	Section 15.05	 	Legal Holiday	64
	Section 15.06	 	No Adverse Interpretation of Other Agreements	64


 




     


     


    

 


	Section 15.07	 	Effects of Headings and Table of Contents	64
	Section 15.08	 	Successors and Assigns	64
	Section 15.09	 	Separability Clause	64
	Section 15.10	 	Benefits of Indenture	65
	Section 15.11	 	Counterparts Originals	65
	Section 15.12	 	Governing Law; Waiver of Trial by Jury	65
	Section 15.13	 	Certain Tax Information	65


 




     


     


    

 


INDENTURE
dated as of [__], 20[__], among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and The Bank
of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).


  


WITNESSETH:


 


WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes,
bonds or other evidences of indebtedness (the “Securities”)  in an unlimited aggregate principal amount to be issued
from time to time in one or more series as provided in this Indenture; and


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


That, in consideration of the premises and the
purchase of the Securities by the Holders thereof for the benefit of each other and the equal and proportionate benefit of all
of the present and future Holders of the Securities (and, to the extent the provisions of Article XIV are applicable to the Securities
of any series, the benefit of Senior Indebtedness with respect to the Securities of such series), each party agrees and covenants
as follows:


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


(b)     unless the context
otherwise requires, all terms used herein without definition which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein;


 


(c)     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; and


 


(d)     references to “Article”
or “Section” or other subdivision herein are references to an Article, Section or other subdivision of this Indenture.


 


Section 1.01    Definitions.


 


Except
as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Section 1.01 shall for all
purposes of this Indenture have the meanings hereinafter set forth:


 


Affiliate:


 


The term “Affiliate,” with respect
to any specified Person shall mean 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.


 




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Agent:


 


The term “Agent” means any Registrar,
Paying Agent or Security Custodian.


 


Applicable Procedures:


 


The term “Applicable Procedures”
means, with respect to any payment, tender, redemption, transfer or exchange of or for beneficial interests in any Global Security,
the rules and procedures of the Depositary for the series of Securities all or part of which is evidenced by such Global Security
that apply to such payment, tender, redemption, transfer or exchange.


 


Authenticating Agent:


 


The term “Authenticating Agent”
shall have the meaning assigned to it in Section 10.09.


 


Board of Directors:


 


The term “Board of Directors” shall
mean either the board of directors of the Company or the executive or any other committee of that board duly authorized to act
in respect hereof.


 


Board Resolution:


 


The term “Board Resolution” shall
mean a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors (or by a committee of the Board of Directors to the extent that any such committee has been authorized
by the Board of Directors to establish or approve the matters contemplated)  and to be in full force and effect on the date of such
certification. References to any matter in this Indenture being established in, by or pursuant to a Board Resolution shall include
actions taken and matters established pursuant to authority granted by one or more Board Resolutions.


 


Business Day:


 


The term “Business Day,” when used
with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment
or other location are authorized or obligated by law or executive order to close.


 


Capital Stock:


 


The term “Capital Stock” shall mean:


 


(a)     in the case of a corporation,
corporate stock;


 


(b)     in the case of an association
or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)  of corporate
stock;


 


(c)     in the case of a partnership
or limited liability company, partnership interests (whether general or limited)  or membership interests; and


 


(d)     any other interest
or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets
of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or
not such debt securities include any right of participation with Capital Stock.


 


Code:


 


The term “Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


Company:


 


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


 




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Company Order:


 


The term “Company Order” shall mean
a written order signed in the name of the Company by the Chairman of the Board of Directors, a Vice Chairman, any President, any
Co-President, Chief Executive Officer, Chief Financial Officer, any Executive Vice President, any Senior Vice President or Vice
President, the Treasurer or Assistant Treasurer, the Controller or Assistant Controller, the Secretary or Assistant Secretary of
the Company, and delivered to the Trustee.


 


Corporate Trust Office:


 


The term “Corporate
Trust Office,” or other similar term, shall mean the principal office of the Trustee at which at any particular time
its corporate trust business shall be administered, which office at the date hereof is located at The Bank of New York
Mellon, Attention: Corporate Trust Administration,  240 Greenwich Street, New York, NY 10286, or such other address as the
Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of
any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the
Holders and the Company).


 


Covenant Defeasance:


 


The term “Covenant Defeasance” shall
have the meaning assigned to it in Section 11.02.


 


Currency:


 


The term “Currency” shall mean U.S.
Dollars or Foreign Currency.


 


Default:


 


The term “Default” shall have the
meaning assigned to it in Section 10.03.


 


Defaulted Interest:


 


The term “Defaulted Interest” shall
have the meaning assigned to it in Section 3.08(b).


 


Depositary:


 


The term “Depositary” shall mean,
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,
each Person designated as Depositary by the Company pursuant to Section 3.01(p)  until one or more successor Depositaries shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or
include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that series.


 


Designated Currency:


 


The term “Designated Currency” shall
have the meaning assigned to it in Section 3.12.


 


Discharged:


 


The term “Discharged” shall have
the meaning assigned to it in Section 11.02.


 


Electronic Means:


 


The term “Electronic Means” shall
mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.


 


Event of Default:


 


The term “Event of Default” shall
have the meaning specified in Section 7.01.


 


Exchange Act:


 


The term “Exchange Act” shall mean
the United States Securities Exchange Act of 1934, and the rules and regulations promulgated by the SEC thereunder and any statute
successor thereto, in each case as amended from time to time.


 


Exchange Rate:


 


The term “Exchange Rate” shall have
the meaning assigned to it in Section 7.01.


 




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Floating Rate Security:


 


The term “Floating Rate Security”
shall mean a Security that provides for the payment of interest at a variable rate determined periodically by reference to an interest
rate index specified pursuant to Section 3.01.


 


Foreign Currency:


 


The term “Foreign Currency” shall
mean a currency issued by the government of any country other than the United States or a composite currency, the value of which
is determined by reference to the values of the currencies of any group of countries.


 


GAAP:


 


The term “GAAP,” with respect to
any computations required or permitted hereunder, shall mean generally accepted accounting principles in the United States as in
effect from time to time; provided, however if the Company is required by the SEC to adopt (or is permitted to adopt and so adopts)
a different accounting framework, including but not limited to the International Financial Reporting Standards, “GAAP”
shall mean such new accounting framework as in effect from time to time, including, without limitation, in each case, those accounting
principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by
such other entity as approved by a significant segment of the accounting profession.


 


Global Security:


 


The term “Global Security” shall
mean any Security that evidences all or part of a series of Securities, issued in fully-registered certificated form to the Depositary
for such series in accordance with Section 3.03 and bearing the legend prescribed in Section 3.03(g)  and any other legend required
by the Depositary for such series.


 


Holder; Holder of Securities:


 


The terms “Holder” and “Holder
of Securities” are defined under “Securityholder; Holder of Securities; Holder.”


 


Indebtedness:


 


The term “Indebtedness” shall mean
indebtedness for borrowed money or for the unpaid purchase price of real or personal property of, or guaranteed by, such Person
and computed in accordance with GAAP.


 


Indenture:


 


The term “Indenture”
or “this Indenture” shall mean 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, including,
for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed
to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by Section 3.01; provided, however,
that if at any time more than one Person is acting as Trustee under this Indenture due to the appointment of one or more separate
Trustees for any one or more separate series of Securities, “Indenture” shall mean, with respect to such series of
Securities for which any such Person is Trustee, 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 for which such Person is Trustee established as contemplated by Section 3.01, exclusive,
however, of any provisions or terms which relate solely to other series of Securities for
which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or
terms adopted by means of one or more indentures supplemental hereto executed and delivered after such person had become such Trustee,
but to which such person, as such Trustee, was not a party; provided, further that in the event that this
Indenture is supplemented or amended by one or more indentures supplemental hereto which are only applicable to certain series
of Securities, the term “Indenture” for a particular series of Securities shall only include the supplemental indentures
applicable thereto.


 




    	4 



     


    

 





 


Individual Securities:


 


The term “Individual Securities”
shall have the meaning specified in Section 3.01(p).


 


Interest:


 


The term “interest” shall mean,
unless the context otherwise requires, interest payable on any Securities, and with respect to an Original Issue Discount Security
that by its terms bears interest only after Maturity, interest payable after Maturity.


 


Interest Payment Date:


 


The term “Interest Payment Date”
shall mean, with respect to any Security, the Stated Maturity of an installment of interest on such Security.


 


Mandatory Sinking Fund Payment:


 


The term “Mandatory Sinking Fund Payment”
shall have the meaning assigned to it in Section 5.01(b).


 


Maturity:


 


The term “Maturity,” with respect
to any Security, shall mean the date on which the principal or an installment of principal of such Security shall become due and
payable as therein and herein provided, whether by declaration of acceleration, call for redemption or otherwise.


 


Members:


 


The term “Members” shall have the
meaning assigned to it in Section 3.03(i).


 


Officer’s Certificate:


 


The term “Officer’s Certificate”
shall mean a certificate signed by any President, any Co-President, Chief Executive Officer, Chief Financial Officer, any Executive
Vice President, any Senior Vice President or Vice President, the Treasurer or any Assistant Treasurer, the Controller or any Assistant
Controller, the Secretary or any Assistant Secretary of the Company. Each such certificate shall include the statements provided
for in Section 15.01 if and to the extent required by the provisions of such Section.


 


Opinion of Counsel:


 


The term “Opinion of Counsel” shall
mean an opinion in writing signed by one or more legal counsel who is reasonably acceptable to the Trustee, who may be an employee
of or of counsel to the Company, or may be one or more other counsel that meets the requirements, to the extent applicable to such
opinion, provided for in Section 15.01.


 


Optional Sinking Fund Payment:


 


The term “Optional Sinking Fund Payment”
shall have the meaning assigned to it in Section 5.01(b).


 


Original Issue Discount Security:


 


The term “Original Issue Discount Security”
shall mean any Security that is issued with “original issue discount” within the meaning of Section 1273(a)  of the
Code and the regulations thereunder, or any successor provision, and any other Security designated by the Company as issued with
original issue discount for United States federal income tax purposes.


 


Outstanding:


 


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


 


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


 


(b)     Securities or portions
thereof for the payment or redemption of which money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company)  in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent)  for the Holders of such Securities (in each case other than pursuant to Section 11.02);
provided, however, that if such Securities or portions thereof 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;


 




    	5 



     


    

 


 


(c)     Securities as to which
the Company’s obligations have been Discharged pursuant to Section 11.02 or as to which Covenant Defeasance has been effected
pursuant to Section 11.02, except, in each case, to the extent provided in Section 11.02; and


 


(d)     Securities that have
been paid pursuant to Section 3.07(b)  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 a Responsible
Officer of the Trustee proof satisfactory to it that such Securities are held by a protected 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 Securities of a series Outstanding have performed any action hereunder, Securities owned by
the Company or any other obligor upon the Securities of such series 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 action, only Securities of such series that a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon such Securities or any Affiliate of the Company or of such other obligor. In determining
whether the Holders of the requisite principal amount of Outstanding Securities of a series have performed any action hereunder,
the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purpose shall be the
amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 7.02 and the principal amount of a Security denominated in a Foreign Currency that
shall be deemed to be Outstanding for such purpose shall be the amount calculated pursuant to Section 3.11(b).


 


Paying Agent:


 


The term “Paying Agent” shall have
the meaning assigned to it in Section 6.02(a).


 


Person:


 


The term “Person” shall mean an
individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a trust, an unincorporated
organization or a government or an agency or political subdivision thereof.


 


Place of Payment:


 


The term “Place of Payment” shall
mean, when used with respect to the Securities of any series, the place or places where the principal of and premium, if any, and
interest on the Securities of that series are payable as specified pursuant to Section 3.01.


 


Predecessor Security:


 


The term “Predecessor Security”
shall mean, with respect to any Security, every previous Security evidencing all or a portion of the same Indebtedness as that
evidenced by such particular Security, and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same Indebtedness as the lost, destroyed
or stolen Security.


 


Record Date:


 


The term “Record Date” shall mean,
with respect to any interest payable on any Security on any Interest Payment Date, the close of business on any date specified
in such Security for the payment of interest pursuant to Section 3.01.


 




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Redemption Date:


 


The term “Redemption Date” shall
mean, when used with respect to any Security to be redeemed, in whole or in part, the date fixed for such redemption by or pursuant
to this Indenture and the terms of such Security, which, in the case of a Floating Rate Security, unless otherwise specified pursuant
to Section 3.01, shall be an Interest Payment Date only.


 


Redemption Price:


 


The term “Redemption Price,” when
used with respect to any Security to be redeemed, in whole or in part, shall mean the price at which it is to be redeemed pursuant
to the terms of the applicable Security and this Indenture.


 


Register:


 


The term “Register” shall have the
meaning assigned to it in Section 3.05(a).


 


Registrar:


 


The term “Registrar” shall have
the meaning assigned to it in Section 3.05(a).


 


Responsible Officer:


 


The term “Responsible Officer” of
the Trustee hereunder shall mean any vice president, any assistant vice president, any trust officer, any assistant trust officer
or any other officer associated with the corporate trust department of the Trustee customarily performing functions similar to
those performed by any of the above designated officers, who shall have direct responsibility for the administration of this Indenture,
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 person’s knowledge of and familiarity with the particular subject.


 


SEC:


 


The term “SEC” shall mean the United
States Securities and Exchange Commission, as constituted from time to time.


 


Securities Act:


 


The term “Securities Act” shall
mean the United States Securities Act of 1933 and the rules and regulations promulgated by the SEC thereunder and any statute successor
thereto, in each case as amended from time to time.


 


Security:


 


The term “Security” or “Securities”
shall have the meaning stated in the recitals and shall more particularly mean one or more of the Securities duly authenticated
by the Trustee and delivered pursuant to the provisions of this Indenture.


 


Security Custodian:


 


The term “Security Custodian” shall
mean the custodian with respect to any Global Security appointed by the Depositary, or any successor Person thereto, and shall
initially be the Paying Agent.


 


Securityholder; Holder of Securities; Holder:


 


The term “Securityholder” or “Holder
of Securities” or “Holder,” shall mean the Person in whose name Securities shall be registered in the Register.


 


Senior Indebtedness:


 


The term “Senior Indebtedness” means
the principal of (and premium, if any)  and unpaid interest on (x)  Indebtedness of the Company, whether outstanding on the date
hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed other than (a)  any Indebtedness of the Company
which when incurred, and without respect to any election under Section 1111(b)  of the Federal Bankruptcy Code, was without recourse
to the Company, (b)  any Indebtedness of the Company to any of its Subsidiaries, (c)  Indebtedness to any employee of the Company,
(d)  any liability for taxes, (e)  Trade Payables and (f)  any Indebtedness of the Company which is expressly subordinate in right
of payment to any other Indebtedness of the Company, and (y)  renewals, extensions, modifications and refundings of any such Indebtedness.
For purposes of this definition of “Senior Indebtedness,” the phrase “subordinated in right of payment”
means debt subordination only and not lien subordination, and accordingly, (i)  unsecured indebtedness shall not be deemed to be
subordinated in right of payment to secured indebtedness merely by virtue of the fact that it is unsecured, and (ii)  junior liens,
second liens and other contractual arrangements that provide for priorities among Holders of the same or different issues of indebtedness
with respect to any collateral or the proceeds of collateral shall not constitute subordination in right of payment. This definition
may be modified or superseded by a supplemental indenture.


 




    	7 



     


    

 


Special Record Date:


 


The term “Special Record Date” shall
have the meaning assigned to it in Section 3.08(b) (i).


 


Stated Maturity:


 


The term “Stated Maturity” when
used with respect to any Security or any installment of principal or interest thereon, shall mean the date specified in such Security
as the fixed date on which the principal (or any portion thereof)  of or premium, if any, on such Security or such installment of
principal or interest is due and payable.


 


Subsidiary:


 


The term “Subsidiary,” when used
with respect to any Person, shall mean:


 


(a)     any corporation, limited
liability company, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power)  to vote in the election of directors, managers or trustees of the corporation,
limited liability company, association or other business entity is at the time owned or controlled, directly or indirectly, by
that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(b)     any partnership (i)
the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii)  the only
general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


Successor Company:


 


The term “Successor Company” shall
have the meaning assigned to it in Section 3.06(i).


 


Trade Payables:


 


The term “Trade Payables” means
accounts payable or any other Indebtedness or monetary obligations to trade creditors created or assumed by the Company or any
Subsidiary of the Company in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities).


 


Trust Indenture Act; TIA:


 


The term “Trust Indenture Act” or
“TIA” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder as in effect
on the date of this Indenture, except as provided in Section 13.06 and except to the extent any amendment to the Trust Indenture
Act expressly provides for application of the Trust Indenture Act as in effect on another date.


 


Trustee:


 


The term “Trustee” shall mean the
Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become
such with respect to one or more series of Securities 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. Dollars:


 


The term “U.S. Dollars” shall mean
such currency of the United States as at the time of payment shall be legal tender for the payment of public and private debts.


 




    	8 



     


    

 


U.S. Government Obligations:


 


The term “U.S. Government Obligations”
shall have the meaning assigned to it in Section 11.02.


 


United States:


 


The term “United States” shall mean
the United States of America (including the States and the District of Columbia), its territories and its possessions and other
areas subject to its jurisdiction.


 


ARTICLE II


 


FORMS OF SECURITIES


 


Section 2.01    Terms
of the Securities


 


(a)  The Securities of each series shall be substantially
in the form set forth in an Officer’s Certificate or in one or more indentures supplemental hereto, and shall have such appropriate
insertions, omissions, substitutions and other variations as are required or not prohibited by this Indenture, and may have such
letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company
may deem appropriate and as are not prohibited by the provisions of this Indenture, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which any series
of the Securities may be listed or of any automated quotation system on which any such series may be quoted, or to conform to usage,
all as determined by the officers executing such Securities as conclusively evidenced by their execution of such Securities.


(b)  The terms and provisions of the Securities
shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby.


 


Section 2.02    Form
of Trustee’s Certificate of Authentication


 


(a)  Only such of the Securities as shall bear thereon
a certificate substantially in the form of the Trustee’s certificate of authentication hereinafter recited, executed by the
Trustee by manual signature, shall be valid or become obligatory for any purpose or entitle the Holder thereof to any right or
benefit under this Indenture.


 


(b)  Each Security shall be dated the date of its
authentication, except that any Global Security shall be dated as of the date specified as contemplated in Section 3.01.


 


(c)  The form of the Trustee’s certificate
of authentication to be borne by the Securities shall be substantially as follows:


 




    	9 



     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


  


	Date of authentication: ___________	 	The Bank of New York Mellon, 
	 	 	as Trustee
	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory


 


Section 2.03    Form
of Trustee’s Certificate of Authentication by an Authenticating Agent. If at any time there shall be an Authenticating
Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication by such Authenticating
Agent to be borne by Securities of each such series shall be substantially as follows:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	Date of authentication: ___________	The Bank of New York Mellon, as Trustee


 


	 	By:	[NAME OF AUTHENTICATING AGENT]
	 	 	as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


ARTICLE III


 


THE DEBT SECURITIES


 


Section 3.01    Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this
Indenture is unlimited. The Securities may be issued in one or more series. There shall be set forth in an Officer’s Certificate
or in one or more indentures supplemental hereto, prior to the issuance of Securities of any series:


 


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


 




    	10 



     


    

 


(b)  any limit upon the aggregate principal amount
of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04, 3.06,
3.07, 4.06, or 13.05);


 


(c)  the dates on which or periods during which
the Securities of the series may be issued, and the dates on, or the range of dates within, which the principal of and premium,
if any, on the Securities of such series are or may be payable or the method by which such date or dates shall be determined or
extended;


 


(d)  the rate or rates at which the Securities of
the series shall bear interest, if any, or the method by which such rate or rates shall be determined, whether such interest shall
be payable in cash or additional Securities of the same series or another class or series of securities or shall accrue and increase
the aggregate principal amount outstanding of such series (including if such Securities were originally issued at a discount),
the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest
Payment Dates on which any such interest shall be payable, and the Record Dates for the determination of Holders to whom interest
is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, to
extend or defer interest payments and the duration of such extension or deferral;


 


(e)  if other than U.S. Dollars, the Foreign Currency
in which Securities of the series shall be denominated or in which payment of the principal of, premium, if any, or interest on
the Securities of the series shall be payable and any other terms concerning such payment;


 


(f)  if the amount of payment of principal of, premium,
if any, or interest on the Securities of the series may be determined with reference to an index, formula or other method including,
but not limited to, an index based on a Currency or Currencies other than that in which the Securities are stated to be payable,
the manner in which such amounts shall be determined;


 


(g)  if the principal of, premium, if any, or interest
on Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that
in which the Securities are denominated or stated to be payable without such election, the period or periods within which, and
the terms and conditions upon which, such election may be made and the time and the manner of determining the exchange rate between
the Currency in which the Securities are denominated or payable without such election and the Currency in which the Securities
are to be paid if such election is made;


 


(h)  the place or places, if any, in addition to
or instead of the Corporate Trust Office of the Trustee where the principal of, premium, if any, and interest on Securities of
the series shall be payable, and where Securities of any series may be presented for registration of transfer, exchange or conversion,
and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;


 


(i)  the price or prices at which, the period or
periods within which or the date or dates on 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, if the Company is to have that option;


 


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


 




    	11 



     


    

 



 


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


 


(l)  if other than the principal amount thereof,
the portion of the principal amount of the Securities of the series which shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 7.02;


 


(m)  the guarantors, if any, of the Securities of
the series, and the extent of the guarantees (including provisions relating to seniority, subordination, and the release of the
guarantors), if any, and any additions or changes to permit or facilitate guarantees of such Securities;


 


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


 


(o)  provisions, if any, for the defeasance of Securities
of the series in whole or in part and any addition to or change in the provisions related to satisfaction and discharge;


 


(p)  whether the Securities of the series are to
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 Global Securities, and the terms and conditions, if any, upon which interests in such Global Security or Global Securities may
be exchanged in whole or in part for the individual securities represented thereby in definitive form registered in the name or
names of Persons other than such Depositary or a nominee or nominees thereof (“Individual Securities”);


 


(q)  the date as of which any Global Security of
the series shall be dated if other than the original issuance of the first Security of the series to be issued;


 


(r)  the form of the Securities of the series;


 


(s)  if the Securities of the series are to be convertible
into or exchangeable for any securities or property of any Person (including the Company), the terms and conditions upon which
such Securities will be so convertible or exchangeable, and any additions or changes to this Indenture, if any, to permit or facilitate
such conversion or exchange;


 


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


 


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


 


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


 




    	12 



     


    

 


(w)  any addition or change in the provisions related
to supplemental indentures set forth in Sections 13.01, 13.02 and 13.04 which applies to Securities of such series;


 


(x)  provisions, if any, granting special rights
to Holders upon the occurrence of specified events;


 


(y)  any addition to or change in the Events of
Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 7.02 and any addition or change in the provisions
set forth in Article VII which applies to Securities of the series;


 


(z)  any addition to or change in the covenants
set forth in Article VI which applies to Securities of the series;


 


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


 


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


 


All Securities
of any one series shall be substantially identical, except as to denomination and except as may otherwise be provided herein or
set forth in a Company Order or in one or more indentures supplemental hereto.


 


Section 3.02    Denominations.
In the absence of any specification pursuant to Section 3.01 with respect to Securities of any series, the Securities of such series
shall be issuable only as Securities in denominations of $2,000 and integral multiples of $1,000 in excess thereof, and shall be
payable only in U.S. Dollars.


 


Section 3.03    Execution, Authentication,
Delivery and Dating.


 


(a)  The Securities shall be executed in the name
and on behalf of the Company by the manual or facsimile signature of any President, any Co-President, Chief Executive Officer,
Chief Financial Officer, one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, its Controller or one
of its Assistant Controllers, its Treasurer or one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries.
If the Person whose signature is on a Security no longer holds that office at the time the Security is authenticated and delivered,
the Security shall nevertheless be valid.


 


(b)  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, if required pursuant
to Section 3.01, a supplemental indenture or an Officer’s Certificate setting forth the terms of the Securities of such series.
The Trustee shall thereupon authenticate and deliver such Securities without any further action by the Company. The Company Order shall specify the amount of Securities to be authenticated
and the date on which the original issue of such Securities is to be authenticated.


 




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(c)  In authenticating the first Securities
of any series and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee
shall receive, and (subject to Section 10.02)  shall be fully protected in relying upon:


 


(i)  an executed supplemental indenture, if any;


 


(ii)  an Officer’s Certificate delivered
in accordance with Section 15.01; and


 


(iii)  an Opinion of Counsel delivered in accordance
with Section 15.01 and which shall also state (subject to any assumptions or qualifications deemed necessary by counsel providing
such Opinion of Counsel):


 


(1)  that
the form of such Securities has been established in conformity with the provisions of this Indenture;


 


(2)  that the terms of
such Securities 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 any necessary assumptions or qualifications, including, without limitation, bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles.


 


(d)  The Trustee shall have the right to
decline to authenticate and deliver the Securities under this Section 3.03 if the issue of the Securities pursuant to this
Indenture will 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.


 


(e)  Each Security shall be dated the date of
its authentication, except as otherwise provided pursuant to Section 3.01 with respect to the Securities of such series.


 


(f)  Notwithstanding the provisions of
Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally issued at the same
time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once prior to the
authentication and delivery of the first Security of such series;


 


(g)  If the Company shall establish pursuant
to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that
(i)  shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series
to be represented by such Global Securities, (ii)  shall be registered, if in registered form, in the name of the Depositary
for such Global Security or Global Securities or the nominee of such Depositary,
(iii)  shall be delivered by the Trustee to such Depositary or the applicable Security Custodian or pursuant to such Depositary’s
instruction and (iv)  shall bear a legend substantially to the following effect (or to such other effect as may be required by such
Depositary):


 




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“THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND
HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I)  BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR (II)  BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.”


 


The
aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records
of the Security Custodian, as provided in this Indenture, or on a schedule to such Global Security.


 


(h)  Each Depositary designated pursuant to
Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves
as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or
regulation.


 


(i)  Members of, or participants in, the
Depositary (“Members”)  shall have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary may be treated by
the Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee,
the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary
practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security.
The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that
a Holder is entitled to take under this Indenture or the Securities.


 




    	15 



     


    

 



 


(j)  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 one of the forms provided for herein duly executed by the Trustee or by an Authenticating
Agent by manual or facsimile signature of an authorized signatory of the Trustee, 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 thi Indenture.


 


Section 3.04    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 that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form
and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities
may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the
form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such
temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu
of which it is issued.


 


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


 


(c)  Upon any exchange of a portion of a
temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to
this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of
the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for
all purposes by the amount so exchanged and endorsed.


 


Section 3.05    Registrar.


 


(a)  The Company will keep, at an office or
agency to be maintained by it in a Place of Payment where Securities may be presented for registration or presented and
surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable (the “Registrar”),
a security register for the registration and the registration of transfer or of exchange of the Securities (the registers 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 “Register”), as in this Indenture provided, which Register shall at all reasonable times be open for inspection
by the Trustee. Such Register shall be in written form or in any other form capable of being converted into written form within
a reasonable time. The Company may have one or more co-Registrars; the term “Registrar” includes any co-Registrar.


 




    	16 



     


    

 



 


(b)  The Company shall enter into an
appropriate agency agreement with any Registrar or co-Registrar not a party to this Indenture. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of
each such agent. If the Company fails to maintain a Registrar for any series, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 10.01. The Company or any Affiliate thereof may act as
Registrar, co-Registrar or transfer agent.


 


(c)  The Company hereby appoints the Trustee
at its Corporate Trust Office as Registrar in connection with the Securities and this Indenture, until such time as another
Person is appointed as such. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the
Trustee ten (10)  days prior to each interest payment date and at such other times as the Trustee may reasonably request the
names and addresses of the Holders as they appear in the Register.


 


Section 3.06    Transfer
and Exchange.


 


(a)  Transfer.


 


(i)
Upon surrender for registration of transfer of any Security of any series at the Registrar the Company shall execute, and the
Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee, one or more new
Securities of the same series for like aggregate principal amount of any authorized denomination or denominations. The
transfer of any Security shall not be valid as against the Company or the Trustee unless registered at the Registrar at the
request of the Holder, or at the request of his, her or its attorney duly authorized in writing.


 


(ii)  Notwithstanding any other
provision of this Section, unless and until it is exchanged in whole or in part for the Individual Securities represented
thereby, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a
whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.


 


(b)  Exchange.


 


(i)
At the option of the Holder, Securities of any series (other than a Global Security, except as set forth below)  may be
exchanged for other Securities of the same series for like aggregate principal amount of any authorized denomination or denominations,
upon surrender of the Securities to be exchanged at the Registrar.


 




    	17 



     


    

 



 


(ii)
Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to receive.


 


(c)  Exchange of Global
Securities for Individual Securities. Except as provided below, owners of beneficial interests in Global Securities will not
be entitled to receive Individual Securities.


 


(i)
Individual Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such
interests if: (A)  at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or
unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 3.03(h)  and, in each case, a successor Depositary is not appointed by
the Company within 90 days of such notice, or (B)  the Company executes and delivers to the Trustee and the Registrar an
Officer’s Certificate stating that such Global Security shall be so exchangeable.


 


In
connection with the exchange of an entire Global Security for Individual Securities pursuant to this subsection (c), such Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Individual Securities of such series, will authenticate and deliver
to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal
aggregate principal amount of Individual Securities of authorized denominations.


 


(ii)
The owner of a beneficial interest in a Global Security will be entitled to receive an Individual Security in exchange for
such interest if an Event of Default has occurred and is continuing. Upon receipt by the Security Custodian and Registrar of
instructions from the Holder of a Global Security directing the Security Custodian and Registrar to (x)  issue one or more
Individual Securities in the amounts specified to the owner of a beneficial interest in such Global Security and (y)  debit or
cause to be debited an equivalent amount of beneficial interest in such Global Security, subject to the rules and regulations
of the Depositary:


 


(A)
the Security Custodian and Registrar shall notify the Company and the Trustee of such instructions, identifying the owner and
amount of such beneficial interest in such Global Security;


 


(B)
the Company shall promptly execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of
Individual Securities of such series, shall authenticate and deliver to such beneficial owner Individual Securities in an
equivalent amount to such beneficial interest in such Global Security; and


 


(C)
the Security Custodian and Registrar shall decrease such Global Security by such amount in accordance with the foregoing. In
the event that the Individual Securities are not issued to each such beneficial
owner promptly after the Registrar has received a request from the Holder of a Global Security to issue such Individual Securities,
the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 7.07 hereof,
the right of any beneficial Holder of Securities to pursue such remedy with respect to the portion of the Global Security that
represents such beneficial Holder’s Securities as if such Individual Securities had been issued.


 




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(iii)
If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series
of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Individual
Securities of such series on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge,


 


(A)
to each Person specified by such Depositary a new Individual Security or new Individual Securities of the same series, of any
authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Global Security; and


 


(B)
to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Individual Securities delivered to Holders thereof.


 


(iv)
In any exchange provided for in clauses (i)  through (iii), the Company will execute and the Trustee will authenticate and
deliver Individual Securities in registered form in authorized denominations.


 


(v)
Upon the exchange in full of a Global Security for Individual Securities, such Global Security shall be canceled by the
Trustee. Individual Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the
Persons in whose names such Securities are so registered.


 


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


 


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


 


(f)  No service charge will be made for any
registration of transfer or exchange of Securities. The Company or the Trustee may require payment of a sum sufficient to
cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than those expressly provided in this Indenture to be made
at the Company’s own expense or without expense or charge to the Holders.


 




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(g)  The Company shall not be required to (i)
register, transfer or exchange Securities of any series during a period beginning at the opening of business 15 days before
the day of the transmission of a notice of redemption of Securities of such series selected for redemption under Section 4.03
and ending at the close of business on the day of such transmission, or (ii)  register, transfer or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 


(h)  Prior to the due presentation for
registration of transfer or exchange of any Security, the Company, the Trustee, the Paying Agent, the Registrar, any
co-Registrar or any of their agents may deem and treat the Person in whose name a Security is registered as the absolute
owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other
writing thereon)  for all purposes whatsoever, and none of the Company, the Trustee, the Paying Agent, the Registrar, any
co-Registrar or any of their agents shall be affected by any notice to the contrary.


 


(i)  In case a successor Company
(“Successor Company”)  has executed an indenture supplemental hereto with the Trustee pursuant to Article XIII,
any of the Securities authenticated or delivered pursuant to such transaction may, from time to time, at the request of the
Successor Company, be exchanged for other Securities executed in the name of the Successor Company with such changes in
phraseology and form as may be appropriate, but otherwise identical to the Securities surrendered for such exchange and of
like principal amount; and the Trustee, upon Company Order of the Successor Company, shall authenticate and deliver
Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and
delivered in any new name of a Successor Company pursuant to this Section 3.06 in exchange or substitution for or upon
registration of transfer of any Securities, such Successor Company, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such
new name.


 


(j)  Each Holder of a Security agrees to
indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such
Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state
securities laws.


 


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


 


(l)  Neither the Trustee nor any agent of the
Trustee shall have any responsibility for any actions taken or not taken by the Depositary.


 




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Section 3.07    Mutilated,
Destroyed, Lost and Stolen Securities.


 


(a)  If (i)  any mutilated Security is
surrendered to the Trustee at its Corporate Trust Office or (ii)  the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee
security or indemnity satisfactory to them to save each of them and any Paying Agent harmless, and neither the Company nor
the Trustee receives notice that such Security has been acquired by a protected purchaser, then the Company shall execute and
upon Company Order the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Security, a new Security of the same series and of like tenor, form, terms and principal amount, bearing a
number not contemporaneously outstanding, that neither gain nor loss in interest shall result from such exchange or
substitution. In every case, the applicant for a replacement Security shall furnish the Company and the Trustee such security
or indemnity as may be required by and satisfactory to them to save each of them harmless.


 


(b)  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 the amount due on such Security in accordance with its terms.


 


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


 


(d)  Every new Security of any series issued
pursuant to this Section 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.


 


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


 


Section 3.08    Payment
of Interest; Interest Rights Preserved.


 


(a)  Interest on any Security that is payable
and is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities)  is registered at the close of business on the Record Date for such interest
notwithstanding the cancellation of such Security upon any transfer or exchange subsequent to the Record Date. Payment of
interest on Securities shall be made at the Corporate Trust Office (except as otherwise specified pursuant to Section 3.01)
or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address shall appear
in the Register or, in accordance with arrangements satisfactory to the Trustee, by wire transfer to an account designated by
the Holder.


 


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


 




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(i)
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names such Securities (or
their respective Predecessor Securities)  are registered at the close of business on a special record date for the payment of
such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the
date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for
the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 calendar days and not
less than 10 calendar days prior to the date of the proposed payment and not less than 10 calendar days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be given to the Holders of such Securities not less than 10 calendar days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been given as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (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 (ii).


 


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


 


(c)  Subject to the provisions set forth
herein relating to Record Dates, each Security delivered pursuant to any provision of this Indenture in exchange or
substitution for, or upon registration of transfer of, any other Security shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.


 


Section 3.09    Cancellation.
Unless otherwise specified pursuant to Section 3.01 for Securities of any series, all Securities surrendered for payment, redemption,
registration of transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee for cancellation and shall be promptly canceled by it and, if surrendered to the
Trustee, 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 that the Company may have acquired in any manner whatsoever, 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, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities
held by it in accordance with its then customary procedures and deliver a certificate of such disposal to the Company upon its
request therefor. The acquisition of any Securities by the Company shall not operate as a redemption or satisfaction of the Indebtedness
represented thereby unless and until such Securities are surrendered to the Trustee for cancellation.


 






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Section 3.10    Computation
of Interest. Except as otherwise specified pursuant to Section 3.01 for Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.11    Currency of Payments in Respect
of Securities.


 


(a)  Except as otherwise specified pursuant
to Section 3.01 for Securities of any series, payment of the principal of and premium, if any, and interest on Securities of
such series will be made in U.S. Dollars.


 


(b)  For purposes of any provision of this
Indenture where the Holders of Outstanding Securities may perform an action that requires that a specified percentage of the
Holders of Outstanding Securities of all series perform such action and for purposes of any decision or determination by the
Trustee of amounts due and unpaid for the principal of and premium, if any, and interest on the Securities of all series in
respect of which moneys are to be disbursed ratably, the principal of and premium, if any, and interest on the Outstanding
Securities denominated in a Foreign Currency will be the amount in U.S. Dollars based upon exchange rates, determined as
specified pursuant to Section 3.01 for Securities of such series, as of the date for determining whether the Holders entitled
to perform such action have performed it or as of the date of such decision or determination by the Trustee, as the case may
be.


 


(c)  Any decision or determination to be made
regarding exchange rates shall be made by an agent appointed by the Company; provided, that such agent shall accept such
appointment in writing and the terms of such appointment shall, in the opinion of the Company at the time of such
appointment, require such agent to make such determination by a method consistent with the method provided pursuant to
Section 3.01 for the making of such decision or determination. All decisions and determinations of such agent regarding
exchange rates shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee and all Holders of the Securities.


 


Section 3.12    Judgments.
The Company may provide pursuant to Section 3.01 for Securities of any series that (a)  the obligation, if any, of the Company to
pay the principal of, premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars (the
“Designated Currency”)  as may be specified pursuant to Section 3.01 is of the essence and agrees that, to the fullest
extent possible under applicable law, judgments in respect of such Securities shall be given in the Designated Currency; (b)  the
obligation of the Company to make payments in the Designated Currency of the principal of and premium, if any, and interest on
such Securities shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment or otherwise), be discharged
only to the extent of the amount in the Designated Currency that the Holder receiving such payment may, in accordance with normal
banking procedures, purchase with the sum paid in such other Currency (after any premium and cost of exchange)  on the business
day in the country of issue of the Designated Currency or in the international banking community (in the case of a composite currency)
immediately following the day on which such Holder receives such payment; (c)  if the amount in the Designated Currency that may
be so purchased for any reason falls short of the amount originally due, the Company shall pay such additional amounts as may be
necessary to compensate for such shortfall; and (d)  any obligation of the Company not discharged by such payment shall be due as
a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect.


 






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Section 3.13    CUSIP
Numbers. The Company in issuing any Securities may use CUSIP, ISIN or other similar numbers, if then generally in use, and
thereafter with respect to such series, the Trustee may use such numbers in any notice (including any notice of redemption or exchange)
with respect to such series provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such notice, redemption or exchange shall not be affected by any defect in or omission
of such numbers. The Company will notify the Trustee of any change in the CUSIP, ISIN or other similar numbers.


 


ARTICLE IV


 


REDEMPTION OF SECURITIES


 


Section 4.01    Applicability
of Right of Redemption. Redemption of Securities (other than pursuant to a sinking fund, amortization or analogous provision)
permitted by the terms of any series of Securities shall be made (except as otherwise specified pursuant to Section 3.01 for Securities
of any series)  in accordance with this Article; provided, however, that if any such terms of a series of Securities shall conflict
with any provision of this Article, the terms of such series shall govern.


 


Section 4.02    Selection of Securities to
be Redeemed.


 


(a)  If the Company shall at any time elect
to redeem all or any portion of the Securities of a series then Outstanding, it shall at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter period shall be satisfactory to the Trustee)  notify the Trustee of
such Redemption Date and of the principal amount of Securities to be redeemed, and, if less than all of the Securities of
such series are to be redeemed, the particular Securities of such series to be redeemed from
the Outstanding Securities of such series not theretofore called for redemption shall be selected in accordance with the Applicable Procedures,
and which may provide for the selection for redemption of a portion of the principal amount of any Security of such
series; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination)  for such Security. In any case where more than one
Security of such series is registered in the same name, the Trustee may treat the aggregate principal amount so registered as
if it were represented by one Security of such series.


 


(b)  For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security that has been
or is to be redeemed. If the Company shall so direct, Securities registered in the name of the Company or any Affiliate or
any Subsidiary thereof shall not be included in the Securities selected for redemption.


 


Section 4.03    Notice
of Redemption.


 


(a)  Notice of redemption shall be given by
the Company or, at the Company’s written request delivered at least 3 Business Days prior to the date such notice is to
be given (unless a shorter period shall be acceptable to the Trustee), by the Trustee in the name and at the expense of the Company,
not less than 30 nor more than 60 days prior to the Redemption Date, to the Holders of Securities of any series to be
redeemed in whole or in part pursuant to this Article, in the manner provided in Section 15.04. Any notice so given shall be conclusively
presumed to have been duly given, whether or not the Holder receives such notice. Failure to give such notice, or any defect in
such notice to the Holder of any Security of a series designated for redemption, in whole or in part, shall not affect the sufficiency
of any notice of redemption with respect to the Holder of any other Security of such series.


 




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(b)  All notices of redemption shall identify
the Securities to be redeemed (including CUSIP, ISIN or other similar numbers, if available)  and shall state:


 


(i)
such election by the Company to redeem Securities of such series pursuant to provisions contained in this Indenture or the
terms of the Securities of such series or a supplemental indenture establishing such series, if such be the case;


 


(ii)
the Redemption Date;


 


(iii)
the Redemption Price or, if the Redemption Price is not then known, the manner of calculation thereof;


 


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


 


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


 


(vi)
the Place or Places of Payment where such Securities are to be surrendered for payment of the Redemption Price;


 


(vii)
that the redemption is for a sinking fund, if such is the case; and


 


(viii)
that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or other similar numbers, if any, listed
in such notice or printed on the Securities.


 


(c)  If the Redemption Price is not known at
the time such notice is to be given, the actual Redemption Price, calculated as described in the terms of the Securities,
will be set forth in a Company Order delivered to the Trustee no later than two Business Days prior to the Redemption
Date.


 


Section 4.04    Deposit
of Redemption Price. On or prior to 11:00 a.m., New York City time, on the Redemption Date for any Securities, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 6.03)  an amount of money in the Currency in which such Securities are denominated (except as provided
pursuant to Section 3.01) sufficient to pay the Redemption Price of such Securities or any
portions thereof that are to be redeemed on that date.


 




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Section 4.05    Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, any Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Company shall Default
in the payment of the Redemption Price)  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; provided, however, that (unless
otherwise provided pursuant to Section 3.01)  installments of interest that have a Stated Maturity on or prior to the Redemption
Date for such Securities shall be payable according to the terms of such Securities and the provisions of Section 3.08.


 


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


 


Section 4.06    Securities
Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the Corporate Trust Office or such
other office or agency of the Company as is specified pursuant to Section 3.01 with, if the Company, the Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Registrar and the
Trustee duly executed by the Holder thereof or his, her or its attorney duly authorized in writing, and the Company shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities
of the same series, of like tenor and form, 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; except that if a Global Security
is so redeemed, the balance of such Global Security shall be reduced in accordance with the Applicable Procedures. In the case
of a Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of delivering
a new Security or Securities as aforesaid, may make a notation on such Security of the payment of the redeemed portion thereof.


 


ARTICLE V


 


SINKING FUNDS


 


Section 5.01    Applicability
of Sinking Fund.


 


(a)  Redemption of Securities permitted or
required pursuant to a sinking fund for the retirement of Securities of a series by the terms of such series of Securities
shall be made in accordance with such terms of such series of Securities and this Article, except as otherwise specified
pursuant to Section 3.01 for Securities of such series, provided, however, that if any such terms of a series of Securities
shall conflict with any provision of this Article, the terms of such series shall govern.


 


(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 Mandatory Sinking Fund Payment may be subject to reduction as provided in Section 5.02.


 




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Section 5.02    Mandatory
Sinking Fund Obligation. The Company may, at its option, satisfy any Mandatory Sinking Fund Payment obligation, in whole or
in part, with respect to a particular series of Securities by (a)  delivering to the Trustee Securities of such series in transferable
form theretofore purchased or otherwise acquired by the Company or redeemed at the election of the Company pursuant to Section
4.03 or (b)  receiving credit for Securities of such series (not previously so credited)  acquired by the Company and theretofore
delivered to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal to the Redemption
Price specified in such Securities for redemption through operation of the sinking fund and the amount of such Mandatory Sinking
Fund Payment shall be reduced accordingly. If the Company shall elect to so satisfy any Mandatory Sinking Fund Payment obligation,
it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date an Officer’s Certificate,
which shall designate the Securities (and portions thereof, if any)  so delivered or credited and which shall be accompanied by
such Securities (to the extent not theretofore delivered)  in transferable form. In case of the failure of the Company, at or before
the time so required, to give such notice and deliver such Securities the Mandatory Sinking Fund Payment obligation shall be paid
entirely in moneys.


 


Section 5.03    Optional
Redemption at Sinking Fund Redemption Price. In addition to the sinking fund requirements of Section 5.02, to the extent, if
any, provided for by the terms of a particular series of Securities, the Company may, at its option, make an Optional Sinking Fund
Payment with respect to such Securities. Unless otherwise provided by such terms, (a)  to the extent that the right of the Company
to make such Optional Sinking Fund Payment shall not be exercised in any year, it shall not be cumulative or carried forward to
any subsequent year, and (b)  such optional payment shall operate to reduce the amount of any Mandatory Sinking Fund Payment obligation
as to Securities of the same series. If the Company intends to exercise its right to make such optional payment in any year it
shall deliver to the Trustee not less than 45 days (or such shorter period as shall be satisfactory to the Trustee)  prior to the
relevant sinking fund payment date an Officer’s Certificate stating that the Company will exercise such optional right, and
specifying the amount which the Company will pay on or before the next succeeding sinking fund payment date. Such Officer’s
Certificate shall also state that no Event of Default has occurred and is continuing.


 


Section 5.04    Application of Sinking Fund
Payment.


 


(a)  If the sinking
fund payment or payments made in funds pursuant to either Section 5.02 or 5.03 with respect to a particular series of
Securities plus any unused balance of any preceding sinking fund payments made in funds with respect to such series shall
exceed $50,000 (or a lesser sum if the Company shall so request, or such equivalent sum for Securities denominated other than
in U.S. Dollars), it shall be applied by the Trustee on the sinking fund payment date next following the date of such
payment, unless the date of such payment shall be a sinking fund payment date, in which case such payment shall be applied on
such sinking fund payment date, to the redemption of Securities of such series at the redemption price specified pursuant to
Section 4.03(b). There shall be selected, in the manner provided in Section 4.02, for redemption on such sinking fund payment
date, a sufficient principal amount of Securities of such series to absorb said funds, as nearly as may be, and the Trustee
shall, at the expense and in the name of the Company, thereupon cause notice of redemption of the Securities to be given in
substantially the manner provided in Section 4.03(a)  for the redemption of Securities in part at the option of the Company,
except that the notice of redemption shall also state that the Securities are
being redeemed for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of Securities of such
series shall be added to the next sinking fund payment received in funds by the Trustee and, together with such payment, shall
be applied in accordance with the provisions of this Section 5.04. Any and all sinking fund moneys held by the Trustee on the last
sinking fund payment date with respect to Securities of such series, and not held for the payment or redemption of particular Securities
of such series, shall be applied by the Trustee to the payment of the principal of the Securities of such series at Maturity.


 




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(b)  On or prior to each sinking fund payment date,
the Company shall pay to the Trustee a sum equal to all interest accrued to but not including the date fixed for redemption on
Securities to be redeemed on such sinking fund payment date pursuant to this Section 5.04.


 


(c)  No Securities of a series shall
be redeemed with sinking fund moneys nor shall any notice of redemption of Securities of such series by operation of the
sinking fund be given during the continuance of a Default in payment of interest on any Securities of such series or of any
Event of Default (other than an Event of Default occurring as a consequence of this paragraph)  of which the Trustee has
knowledge (as provided in Section 10.01(k)), except that if the notice of redemption of any Securities of such series
shall theretofore have been given in accordance with the provisions hereof, the Trustee shall redeem such Securities if funds
sufficient for that purpose shall be deposited with the Trustee in accordance with the terms of this Article. Except as
aforesaid, any moneys in the sinking fund at the time any such Default or Event of Default shall occur and any moneys
thereafter paid into the sinking fund shall, during the continuance of such Default or Event of Default, be held as security
for the payment of all the Securities of such series; provided, however, that in case such Default or Event of Default shall
have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date
on which such moneys are required to be applied pursuant to the provisions of this Section 5.04.


 


ARTICLE VI


 


PARTICULAR COVENANTS OF THE COMPANY


 


The
Company hereby covenants and agrees as follows:


 


Section 6.01    Payments
of Securities. The Company will duly and punctually pay the principal of and premium, if any, on each series of Securities,
and the interest which shall have accrued thereon, at the dates and place and in the manner provided in the Securities and in this
Indenture.


 


Section 6.02    Paying Agent.


 


(a)  The Company will maintain in each Place
of Payment for any series of Securities, if any, an office or agency where Securities may be presented or surrendered for
payment, where Securities of such series may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture may be served (the
“Paying Agent”). 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 Paying Agent to receive all presentations,
surrenders, notices and demands.


 




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(b)  The Company may also from time to time
designate different or additional offices or agencies where the Securities of any series may be presented or surrendered for
any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designations;
provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations
described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional
designation or rescission of designation and of any change in the location of any such different or additional office or
agency. The Company shall enter into an appropriate agency agreement with any Paying Agent not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of
the name and address of each such agent. The Company or any Affiliate thereof may act as Paying Agent.


 


Section 6.03    To Hold
Payment in Trust.


 


(a)  If the
Company or an Affiliate thereof shall at any time act as Paying Agent with respect to any series of Securities, then, on or
before the date on which the principal of and premium, if any, or interest on any of the Securities of that series by their
terms or as a result of the calling thereof for redemption shall become payable, the Company or such Affiliate will segregate
and hold in trust for the benefit of the Holders of such Securities or the Trustee a sum sufficient to pay such principal and
premium, if any, or interest which shall have so become payable until such sums shall be paid to such Holders or otherwise
disposed of as herein provided, and will notify the Trustee of its action or failure to act in that regard. Upon
any proceeding under any federal bankruptcy laws with respect to the Company or any Affiliate thereof, if the Company or such
Affiliate is then acting as Paying Agent, the Trustee shall replace the Company or such Affiliate as Paying Agent. 


 


(b)  If the Company shall appoint, and at the
time have, a Paying Agent for the payment of the principal of and premium, if any, or interest on any series of Securities,
then prior to 11:00 a.m., New York City time, on the date on which the principal of and premium, if any, or interest on any
of the Securities of that series shall become payable as aforesaid, whether by their terms or as a result of the calling
thereof for redemption, the Company will deposit with such Paying Agent a sum sufficient to pay such principal and premium,
if any, or interest, such sum to be held in trust for the benefit of the Holders of such Securities or the Trustee, and
(unless such Paying Agent is the Trustee), the Company or any other obligor of such Securities will promptly notify the
Trustee of its payment or failure to make such payment.


 


(c)  If the Paying Agent shall be other than
the Trustee, the Company will cause such Paying Agent 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 6.03, that such Paying Agent shall:


 




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


 


(ii)  give to 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 the
principal of and premium, if any, or interest on the Securities of that series; and


 


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


 


(d)  Anything in this Section 6.03 to the
contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release, satisfaction or discharge of
this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or by
any Paying Agent other than the Trustee as required by this Section 6.03, 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.


 


(e)  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 upon Company Order along with any interest that has accumulated thereon
as a result of such money being invested at the direction of the Company, 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 of such amounts without interest thereon, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent before being required to make any such repayment, may at the expense of the Company
cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and
of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.


 


Section 6.04    Merger,
Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities:


 


(a)  The Company will not consolidate with or
merge into any other Person or sell, convey, transfer or lease all or substantially all its assets to any other Person,
unless (i)  the Person formed by such consolidation or into which the Company is merged or to which such sale,
conveyance, transfer or lease is made shall be a Person organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia and such Person expressly assumes, by indenture supplemental hereto,
executed and delivered by such Person prior to or simultaneously with such consolidation, merger, sale, conveyance, transfer
or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according
to their tenor, and the due and punctual performance and observance of all other obligations to the Holders and the Trustee
under this Indenture or under the Securities to be performed or observed by the Company; (ii)  immediately after giving
effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default shall have occurred and be continuing; and (iii)  the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that such transaction and any supplemental indenture relating thereto comply with this Indenture, that
all conditions precedent provided for in this Indenture relating to such transaction have been complied with and that such supplemental
indenture has been duly authorized, executed and delivered and is a legal, valid and binding obligation of the successor or purchaser
enforceable against it in accordance with the terms thereof (subject to customary enforceability exceptions). Clause (ii)  of the immediately preceding sentence
shall not apply to (A)  any sale, conveyance, transfer or lease between or among the Company and one or more Subsidiaries of
the Company, (B)  any merger of the Company into any Subsidiary of the Company or (C)  any merger of the Company into an
Affiliate of the Company for the purpose of the Company reincorporating or reorganizing.


 




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(b)  Upon any consolidation of the Company with
or merger of the Company into any other Person, or any sale, conveyance, transfer or lease of all or substantially all of the assets
of the Company to any other Person, in accordance with this Section 6.04, the Person formed by such consolidation or into which
the Company is merged or to which such sale, 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 Company shall be relieved of and discharged
from all obligations and covenants under this Indenture and the Securities, and from time to time such Person may exercise each
and every right and power of the Company under this Indenture, in the name of the Company, or in its own name; and any act or proceeding
by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may
be done with like force and effect by the like board or officer of any Person that shall at the time be the successor of the Company
hereunder. In the event of any such sale, conveyance or transfer, but not any such lease, the Company (or any successor entity
which shall theretofore have become such in the manner described in this Section 6.04)  shall be relieved of and discharged from
all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.


 


Section 6.05    Compliance
Certificate. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company
shall furnish to the Trustee annually, within 120 days after the end of each fiscal year, a brief certificate from the principal
executive officer, principal financial officer, principal accounting officer, treasurer or secretary as to his or her knowledge
of the Company’s compliance with all conditions and covenants under this Indenture (which compliance shall be determined
without regard to any period of grace or requirement of notice provided under this Indenture)  and, in the event of any Default,
specifying each such Default and the nature and status thereof of which such person may have knowledge. Such certificates need
not comply with Section 15.01 of this Indenture.


 


Section
6.06    Conditional Waiver by Holders of Securities. Anything in this Indenture to the contrary notwithstanding,
the Company may fail or omit in any particular instance to comply with a covenant or condition set forth herein with respect to
any series of Securities if the Company shall have obtained and filed with the Trustee, prior to the time of such failure or omission,
evidence (as provided in Article VIII)  of the consent of the Holders of a majority in aggregate principal amount of the Securities
of such series at the time Outstanding, either waiving such compliance in such instance or generally waiving compliance with such
covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly
waived, or impair any right consequent thereon and, until such waiver shall have become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.


 


Section 6.07    Statement
by Officers as to Default. The Company shall deliver to the Trustee within 30 days after the Company becomes aware of the occurrence
of any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default under clause (d)
of Section 7.01, an Officer’s Certificate setting forth the details of such Event of Default or Default and
the action which the Company proposes to take with respect thereto.


 




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ARTICLE VII


 


REMEDIES OF TRUSTEE AND SECURITYHOLDERS


 


Section 7.01    Events
of Default. Except where otherwise indicated by the context or where the term is otherwise defined for a specific purpose,
the term “Event of Default” as used in this Indenture with respect to Securities of any series shall mean one of the
following described events unless it is either inapplicable to a particular series or it is specifically deleted or modified in
the manner contemplated in Section 3.01:


 


(a)  the failure of the Company to pay any installment
of interest on any Security of such series when and as the same shall become payable, which failure shall have continued unremedied
for a period of 30 days;


 


(b)  the failure of the Company to pay the principal
of (and premium, if any, on)  any Security of such series, when and as the same shall become payable, whether at Maturity as therein
expressed, by call for redemption (otherwise than pursuant to a sinking fund), by declaration as authorized by this Indenture or
otherwise;


 


(c)  the failure of the Company to pay a sinking
fund installment, if any, when and as the same shall become payable by the terms of a Security of such series, which failure shall
have continued unremedied for a period of 30 days;


 


(d)  the failure of the Company, subject to the
provisions of Section 6.06, to perform any covenants or agreements contained in this Indenture (including any indenture supplemental
hereto pursuant to which the Securities of such series were issued as contemplated by Section 3.01)  (other than a covenant or agreement
which has been expressly included in this Indenture solely for the benefit of a series of Securities other than that series and
other than a covenant or agreement a default in the performance of which is elsewhere in this Section 7.01 specifically addressed),
which failure shall not have been remedied, and without provision deemed to be adequate for the remedying thereof having been made,
for a period of 90 days after written notice shall have been given to the Company by the Trustee or shall have been given to the
Company and the Trustee by Holders of 25% or more in aggregate principal amount of the Securities of such series then Outstanding,
specifying such failure, requiring the Company to remedy the same and stating that such notice is a “Notice of Default”
hereunder;


 


(e)  the entry by a court having jurisdiction in
the premises of a decree or order for relief in respect of the Company in an involuntary case under the United States federal bankruptcy
laws, as now or hereafter constituted, or any other applicable United States federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar
official)  of the Company or of substantially all the property of the Company or ordering the winding-up or liquidation of its affairs,
which decree or order shall have remained unstayed and in effect for a period of 90 consecutive days;


 


(f)  the commencement by the Company of a voluntary
case under the United States federal bankruptcy laws, as now or hereafter constituted, or any other applicable United States federal
or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the
consent by the Company to the entry of an order for relief in an involuntary case under any such law, or the consent by the Company
to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar
official)  of the Company or of substantially all the property of the Company or the making by it of an assignment for the benefit
of creditors or the admission by it 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


 




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(g)  the occurrence of any other Event of Default
with respect to Securities of such series as provided in Section 3.01;


 


provided,
however, that no event described in clause (d)  or (other than with respect to a payment default)  (g)  above shall constitute an
Event of Default hereunder until a  written notice of
any such event is received by the Trustee at the Corporate Trust Office, and such notice refers to the facts underlying such event,
the Securities generally, the Company and this Indenture.


 


Notwithstanding the foregoing provisions of
this Section 7.01, if the principal or any premium or interest on any Security is payable in a Foreign Currency and such Foreign
Currency is not available to the Company for making payment thereof due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its obligations to Holders of the Securities by making
such payment in U.S. Dollars in an amount equal to the equivalent in U.S. Dollars of the amount payable in such Foreign Currency,
as determined by the Company’s agent in accordance with Section 3.11(c)  hereof by reference to the noon buying rate in The City
of New York for cable transfers for such Foreign Currency (“Exchange Rate”), as such Exchange Rate is reported or otherwise
made available by the Federal Reserve Bank of New York on the date of such payment, or, if such rate is not then available, on
the basis of the most recently available Exchange Rate. Notwithstanding the foregoing provisions of this Section 7.01, any payment
made under such circumstances in U.S. Dollars where the required payment is in a Foreign Currency will not constitute an Event
of Default under this Indenture.


 


Section 7.02    Acceleration;
Rescission and Annulment.


 


(a)  Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, if any one or more of the above-described Events of
Default (other than an Event of Default specified in Section 7.01(e)  or 7.01(f))  shall happen with respect to Securities of
any series at the time Outstanding, then, and in each and every such case, during the continuance of any such Event of
Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may
declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series)  of and all accrued but unpaid interest on all the
Securities of such series then Outstanding to be due and payable immediately by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount)  and accrued but
unpaid interest shall become immediately due and payable. If an Event of Default specified in Section 7.01(e)  or 7.01(f)
occurs and is continuing, then, in every such case, the principal amount (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series)  of and all
accrued but unpaid interest on all of the Securities of that series then Outstanding shall automatically, and without any
declaration or any other action on the part of the Trustee or any Holder, become due and payable immediately. Upon payment of
such amounts in the Currency in which such Securities are denominated (subject to Section 7.01 and except as otherwise provided pursuant
to Section 3.01), all obligations of the Company in respect of the payment of principal of and interest on the Securities of such
series shall terminate.


 




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(b)  The provisions of Section 7.02(a)  are
subject to the condition that, at any time after the principal of all the Securities of such series, to which any one or more
of the above-described Events of Default is applicable, shall have been so declared to be due and payable, and before a
judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the
Event of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived,
and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:


 


(i)
the Company has paid or deposited with the Trustee or Paying Agent a sum in the Currency in which such Securities are
denominated (subject to Section 7.01 and except as otherwise provided pursuant to Section 3.01)  sufficient to pay:


 


(A)
all amounts owing the Trustee and any predecessor trustee hereunder under Section 10.01(a)  (provided, however, that all sums
payable under this clause (A)  shall be paid in U.S. Dollars);


 


(B)
all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereon
shall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or
rates prescribed therefor in such Securities); and


 


(C)
the principal of and premium, if any, on any Securities of such series that have become due otherwise than by such
declaration of acceleration and interest thereon; and


 


(ii)
every other Default and Event 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 7.06.


 


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


 


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


 


Section 7.03    Other
Remedies. If the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of any series
or shall fail to pay the principal of and premium, if any, on any of the Securities of such series when and as the same shall become due
and payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking fund), by declaration as authorized
by this Indenture, or otherwise, or shall fail for a period of 30 days to make any required sinking fund payment as to a series
of Securities, then, except as otherwise provided as contemplated by Section 3.01 with respect to Securities of such series, upon
demand of the Trustee, the Company will pay to the Paying Agent for the benefit of the Holders of Securities of such series then
Outstanding the whole amount which then shall have become due and payable on all the Securities of such series, with interest on
the overdue principal and premium, if any, and (so far as the same may be legally enforceable)  on the overdue installments of interest
at the rate borne by the Securities of such series, and all amounts owing the Trustee and any predecessor trustee hereunder under
Section 10.01(a).


 




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In
case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums
so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment
or final decree against the Company or any other obligor upon the Securities of such series, and collect the moneys adjudged or
decreed to be payable out of the property of the Company or any other obligor upon the Securities of such series, wherever situated,
in the manner provided by law. Every recovery in any such action or other proceeding, subject to the payment to the Trustee of
all amounts owing the Trustee and any predecessor trustee hereunder under Section 10.01(a), shall be for the ratable benefit of
the Holders of such series of Securities which shall be the subject of such action or proceeding. All rights of action upon or
under any of the Securities or this Indenture may be enforced by the Trustee without the possession of any of the Securities and
without the production of any thereof at any trial or any proceeding relative thereto.


 


Section 7.04    Trustee
as Attorney-in-Fact. The Trustee is hereby appointed, and each and every Holder of the Securities, by receiving and holding
the same, shall be conclusively deemed to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, with
authority to make or file (whether or not the Company shall be in Default in respect of the payment of the principal of, or interest
on, any of the Securities), in its own name and as trustee of an express trust or otherwise as it shall deem advisable, in any
receivership, insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding relative to the Company or any other
obligor upon the Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt,
petitions, consents, other papers and documents and amendments of any thereof, as may be necessary or advisable in order to have
the claims of the Trustee and any predecessor trustee hereunder and of the Holders of the Securities allowed in any such proceeding
and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any
and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable
in order to enforce in any such proceeding any of the claims of the Trustee and any predecessor trustee hereunder and of any of
such Holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian or debtor in any such proceeding
is hereby authorized, and each and every taker or Holder of the Securities, by receiving and holding the same, shall be conclusively
deemed to have authorized any such receiver, assignee, trustee, custodian or debtor, to make any such payment or delivery only
to or on the order of the Trustee, and to pay to the Trustee any amount due it and any predecessor trustee hereunder under Section
10.01(a); provided, however, that nothing herein contained shall be deemed to authorize or empower the Trustee to consent to or
accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustment affecting the Securities or
the rights of any Holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of any Holder of any Securities
in any such proceeding; provided further that the Trustee may, on behalf of the Holders, vote for the election of a trustee
in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 




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Section 7.05    Priorities.
Any moneys or properties collected by the Trustee with respect to a series of Securities under this Article VII shall be applied
in the following order, at the date or dates fixed by the Trustee for the distribution of such moneys or properties and, in the
case of the distribution of such moneys or properties on account of the Securities of any series, upon presentation of the Securities
of such series, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


First:
To the payment of all amounts due to the Trustee and any predecessor trustee hereunder under Section 10.01(a).


 


Second: Subject to Article XIV, to the payment
of the amounts then due and unpaid for principal of and any premium and interest on the Outstanding 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 Outstanding Securities for principal and any premium and interest, respectively.


 


Any surplus
then remaining shall be paid to the Company or as directed by a court of competent jurisdiction.


 


Section 7.06    Control
by Securityholders; Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities of any series
at the time Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such series,
provided, however, that, subject to the provisions of Sections 10.01 and 11.02, the Trustee shall have the right to decline to
follow any such direction if the Trustee determines that the action so directed is in conflict with this Indenture or may not lawfully
be taken or would be unduly prejudicial to Holders not joining in such direction or would involve the Trustee in personal liability,
provided further that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.
The Holders of a majority in principal amount of the Securities of any series at the time Outstanding may on behalf of the Holders
of all of the Securities of such series waive any past Default or Event of Default hereunder and its consequences except a Default
in the payment of interest or any premium on or the principal of the Securities of such series. Upon any such waiver the Company,
the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent
thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 7.06, said Default
or Event of Default shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and
to be not continuing.


 


Section 7.07    Limitation
on Suits. No Holder of any Security of any series shall have any right to institute any action, suit or proceeding at law or
in equity for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder, in each
case with respect to an Event of Default with respect to such series of Securities, unless (a)  such Holder previously shall
have given to the Trustee written notice of one or more of the Events of Default herein specified with respect to such series of
Securities, (b)  the Holders of not less than 25% in principal amount of the Securities of such series then Outstanding shall have
requested the Trustee in writing to take action in respect of the matter complained of, (c)  such Holder or Holders shall have offered
to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or
thereby, (d)  the Trustee, for 60 days after receipt of such notification,
request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding and (e)  no direction
inconsistent with such written request shall have been given to the Trustee during such 60 day period by the Holders of a majority
in principal amount of the Securities of such series then Outstanding; and such notification, request and offer of indemnity are
hereby declared in every such case to be conditions precedent to any such action, suit or proceeding by any Holder of any Security
of such series; it being understood and intended that no one or more of the Holders of Securities of such series shall have any
right in any manner whatsoever by his, her, its or their action to enforce any right hereunder, except in the manner herein provided,
and that every action, suit or proceeding at law or in equity shall be instituted, had and maintained in the manner herein provided
and for the equal benefit of all Holders of the Outstanding Securities of such series; provided, however, that nothing in this
Indenture or in the Securities of such series shall affect or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on the Securities of such series to the respective Holders of such Securities
at the respective due dates in such Securities stated, or affect or impair the right, which is also absolute and unconditional,
of such Holders to institute suit to enforce the payment thereof.


 




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Section 7.08    Undertaking
for Costs. All parties to this Indenture 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 action, suit or proceeding for the enforcement of
any right or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any action taken or omitted
by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs of such
action, suit or proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 7.08 shall not apply
to any action, suit or proceeding instituted by the Trustee or the Company, to any action, suit or proceeding instituted by any
one or more Holders of Securities holding in the aggregate more than 25% in principal amount of the Securities of any series Outstanding,
or to any action, suit or proceeding instituted by any Holder of Securities of any series for the enforcement of the payment of
the principal of or premium, if any, or the interest on, any of the Securities of such series, on or after the respective due dates
expressed in such Securities.


 


Section 7.09    Remedies
Cumulative. No remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities of any series is intended
to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of the Trustee
or of any Holder of the Securities of any series to exercise any right or power accruing upon any Default or Event of Default shall
impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence
therein; and every power and remedy given by this Article VII to the Trustee and to the Holders of Securities of any series, respectively,
may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the Holders of Securities of such
series, as the case may be. In case the Trustee or any Holder of Securities of any series shall have proceeded to enforce any right
under this Indenture and the proceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver
or for any other reason or shall have been adjudicated adversely to the Trustee or to such Holder of Securities, then and in every
such case the Company, the Trustee and the Holders of the Securities of such series shall severally and respectively be restored
to their former positions and rights hereunder, and thereafter all rights, remedies and powers of the Trustee and the Holders of
the Securities of such series shall continue as though no such proceedings had been taken, except as to any matters so waived or
adjudicated.


 




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ARTICLE VIII


 


CONCERNING THE SECURITYHOLDERS


 


Section 8.01    Evidence
of Action of Securityholders. Whenever in this Indenture it is provided that the Holders of a specified percentage or a majority
in aggregate principal amount of the Securities or of any series of Securities may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of
taking any such action the Holders of such specified percentage or majority have joined therein may be evidenced by any instrument
or any number of instruments of similar tenor executed by Securityholders in person, by an agent or by a proxy appointed in writing,
including through an electronic system for tabulating consents operated by the Depositary for such series or otherwise (such action
becoming effective, except as herein otherwise expressly provided, when such instruments or evidence of electronic consents are
delivered to the Trustee and, where it is hereby expressly required, to the Company).


 


Section 8.02    Proof
of Execution or Holding of Securities. Proof of the execution of any instrument by a Securityholder or his, her or its agent
or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


(a)  The fact and date of the execution by
any Person of any such instrument may be proved (i)  by the certificate of any notary public or other officer in any
jurisdiction who, by the laws thereof, has power to take acknowledgments or proof of deeds to be recorded within such
jurisdiction, that the Person who signed such instrument did acknowledge before such notary public or other officer the
execution thereof, or (ii)  by the affidavit of a witness of such execution sworn to before any such notary or other officer.
Where such execution is by a Person acting in other than his or her individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his or her authority.


 


(b)  The ownership of Securities of any
series shall be proved by the Register of such Securities or by a certificate of the Registrar for such series.


 


(c)  The Trustee may require such additional
proof of any matter referred to in this Section 8.02 as it shall deem appropriate or necessary, so long as the requirement is
a reasonable one.


 


(d)  If the Company shall solicit from the
Holders of Securities of any series any action, the Company may, at its option fix in advance a record date for the
determination of Holders of Securities entitled to take such action, but the Company shall have no obligation to do so. Any
such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such action may be sought
or given before or after the record date, but only the Holders of Securities of record at the close of business on such
record date shall be deemed to be Holders of Securities for the purpose of determining whether Holders of the requisite
proportion of Outstanding Securities of such series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such record date.


 




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Section 8.03    Persons
Deemed Owners.


 


(a)  The Company, the Trustee and any agent
of the Company or the Trustee shall treat the Person in whose name any 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 3.08)  interest, if any, on,
such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. All payments made to any
Holder, or upon his, her or its order, shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and
discharge the liability for moneys payable upon such Security.


 


(b)  None of the Company, the Trustee, any
Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Section 8.04    Effect
of Consents. After an amendment, supplement, waiver or other action becomes effective as to any series of Securities, a consent
to it by a Holder of such series of Securities is a continuing consent conclusive and binding upon such Holder and every subsequent
Holder of the same Securities or portion thereof, and of any Security issued upon the transfer thereof or in exchange therefor
or in place thereof, even if notation of the consent is not made on any such Security. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.


 


ARTICLE
IX


 


REPORTS
BY THE COMPANY AND THE TRUSTEE AND


SECURITYHOLDERS’ LISTS


 


Section 9.01    Reports
by Trustee.


 


(a)  So long as any Securities are
outstanding, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the manner provided therein. If required by
Section 313(a)  of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15, beginning May 15, 2016,
deliver to Holders a brief report which complies with the provisions of such Section 313(a). The Trustee shall comply with
the provisions of Section 313(b)  of the Trust Indenture Act to the extent applicable.


 


(b)  The Trustee shall, at the time of the
transmission to the Holders of Securities of any report pursuant to the provisions of this Section 9.01, file a copy of such
report with each stock exchange upon which the Securities are listed, if any, and also with the SEC in respect of a Security
listed and registered on a national securities exchange, if any. The Company agrees to notify the Trustee
when, as and if the Securities become listed on any stock exchange or any delisting thereof.


 




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(c)  The Company will reimburse the Trustee
for all expenses incurred in the preparation and transmission of any report pursuant to the provisions of this Section 9.01
and of Section 9.02.


 


Section 9.02    Reports
by the Company. The Company shall file with the Trustee and the SEC, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner
provided in the Trust Indenture Act; provided that, unless available on EDGAR, any such information, documents or reports required
to be filed with the SEC pursuant to Section 13 or 15(d)  of the Exchange Act shall be filed with the Trustee within 30 days after
the same is filed with the SEC.


 


Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer’s Certificates).


 


Section 9.03    Securityholders’
Lists. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee:


 


(a)  semi-annually, within 15 days after each
Record Date, but in any event not less frequently than semi-annually, a list in such form as the Trustee may reasonably
require of the names and addresses of the Holders of Securities to which such Record Date applies, as of such Record Date,
and


 


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


 


provided,
however, that so long as the Trustee shall be the Registrar, such lists shall not be required to be furnished.


 


ARTICLE X


 


CONCERNING THE TRUSTEE


 


Section 10.01    Rights
of Trustees; Compensation and Indemnity. The Trustee accepts the trusts created by this Indenture upon the terms and conditions
hereof, including the following, to all of which the parties hereto and the Holders from time to time of the Securities agree:


 


(a)  The Trustee shall be entitled to such
compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it
hereunder (including in any Agent capacity in which it acts). The compensation of the Trustee shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust. The Company shall reimburse the Trustee
promptly upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the
Trustee (including the reasonable expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its own negligence, bad faith or willful misconduct.


 




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The
Company also agrees to indemnify each of the Trustee and its officers, directors, employees and representatives for, and to hold
it harmless against, any and all loss, liability, damage, claim, or expense incurred without its own negligence, bad faith or willful
misconduct, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the performance
of its duties (including in any Agent capacity in which it acts), as well as the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (whether asserted
by the Company, any Holder or any other Person), except those attributable to its negligence, bad faith or willful misconduct.
The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder
other than to the extent such failure materially prejudices the Company. The Company shall defend the claim
and the Trustee shall cooperate in the defense. The Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.


 


As security for the performance of the obligations
of the Company under this Section 10.01(a), the Trustee shall have a lien upon all property and funds held or collected by the
Trustee as such, except funds held in trust by the Trustee to pay principal of and interest on any Securities. Notwithstanding
any provisions of this Indenture to the contrary, the obligations of the Company to compensate and indemnify the Trustee under
this Section 10.01(a)  shall survive the resignation or removal of the Trustee, the termination of this Indenture and any satisfaction
and discharge under Article XII. When the Trustee incurs expenses or renders services after an Event of Default specified in clause
(e)  or (f)  of Section 7.01 occurs, the expenses and compensation for the services are intended to constitute expenses of administration
under any applicable federal or state bankruptcy, insolvency or similar laws.


 


(b)  The Trustee shall not be responsible in
any manner whatsoever for the correctness of the recitals herein or in the Securities (except its certificates of
authentication thereon)  contained, all of which are made solely by the Company; and the Trustee shall not be responsible or
accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture or of
the Securities (except its certificates of authentication thereon), and the Trustee makes no representation with respect
thereto, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form
T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. The Trustee shall not be
accountable for the use or application by the Company of any Securities, or the proceeds of any Securities, authenticated and
delivered by the Trustee in conformity with the provisions of this Indenture.


 


(c)  The Trustee may consult with counsel
of its selection, and, to the extent permitted by Section 10.02 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 the Trustee hereunder
in good faith and in reliance thereon.


 


(d)  The Trustee, to the extent permitted by
Section 10.02, may conclusively rely upon the certificate of the Secretary or one of the Assistant Secretaries of the Company
as to the adoption of any Board Resolution or resolution of the stockholders of the Company, and any request, direction,
order or demand of the Company mentioned herein shall be sufficiently evidenced by, and 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 may conclusively rely upon, a Company Order or an Officer’s Certificate of
the Company (unless other evidence in respect thereof be herein specifically prescribed).


 




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(e)  Subject to Section 10.04, the Trustee or
any agent of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 310(b)  and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have
had if it were not the Trustee or such agent.


 


(f)  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 in writing with the Company.


 


(g)  Any action taken by the Trustee pursuant
to any provision hereof at the request or with the consent of any Person who at the time is the Holder of any Security shall
be conclusive and binding in respect of such Security upon all future Holders thereof or of any Security or Securities which
may be issued for or in lieu thereof in whole or in part, whether or not such Security shall have noted thereon the fact that
such request or consent had been made or given.


 


(h)  Subject to the provisions of Section
10.02, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture or other
paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or
parties.


 


(i)  Subject to the provisions of Section
10.02, the Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Indenture
at the request, order or direction of any of the Holders of the Securities, pursuant to any provision of this Indenture,
unless one or more of the Holders of the Securities shall have offered to the Trustee security or indemnity satisfactory to
it against the costs, expenses and liabilities which may be incurred by it therein or thereby.


 


(j)  Subject to the provisions of Section
10.02, the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be
authorized or within its discretion or within the rights or powers conferred upon it by this Indenture.


 


(k)  Subject to the provisions of Section
10.02, the Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless in writing
the Holders of not less than 25% of the Outstanding Securities notify the Trustee thereof at its Corporate Trust Office, and
such notice references the Securities and this Indenture.


 


(l)  Subject to the provisions of the first
paragraph of Section 10.02, 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, may, but shall not be required to, make
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.


 




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(m)  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.


 


(n)  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, lost profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.


 


(o)  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 pursuant to this Indenture.


 


(p)  In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of
war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and significant
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)  services; 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.


 


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


 


Section 10.02    Duties
of Trustee.


 


(a)  If one or more of the Events of Default
specified in Section 7.01 with respect to the Securities of any series shall have happened, then, during the continuance
thereof, the Trustee shall, with respect to such Securities, exercise such of the rights and powers vested in it by this
Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.


 


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


 


(i)
the Trustee 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


 


(ii)
in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon 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 of
mathematical calculations or other facts, statements, opinions or conclusions stated therein).


 




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(c)  None of the provisions of this Indenture
shall be construed as relieving the Trustee from liability for its own negligent action, its own negligent failure to act, or
its own bad faith or willful misconduct, except that, notwithstanding anything in this Indenture to the contrary,


 


(i)
this Subsection shall not be construed to limit the effect of Subsection (b)  of this Section;


 


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


 


(iii)
the Trustee shall not be liable to any Holder of Securities or to any other Person with respect to any action taken or
omitted to be taken by it in good faith, in accordance with the direction of Securityholders given as provided in Section
7.06, relating to the time, method and place of conducting any proceeding for any remedy available to it or exercising any
trust or power conferred upon it by this Indenture.


 


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


 


(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 10.02.


 


Section
10.03    Notice of Defaults. Within 90 days after the occurrence thereof, and if known to the
Trustee (as provided in Section 10.01(k)), the Trustee shall give to the Holders of the Securities of a series notice of
each Default or Event of Default with respect to the Securities of such series known to the Trustee (provided that, with
respect to any Default specified in Section 7.01(d), such notice shall not be given until at least 30 days after the
occurrence of such Default and unless at such time such Default is continuing), by transmitting such notice to Holders at
their addresses as the same shall then appear on the Register, unless such Default shall have been cured or waived before the
giving of such notice (the term “Default” being hereby defined to be the events specified in Section 7.01, which
are, or after notice or lapse of time or both would become, Events of Default as defined in said Section). Except in the case
of a Default or Event of Default in payment of the principal of, premium, if any, or interest on any of the Securities of
such series when and as the same shall become payable, or to make any mandatory sinking fund payment as to Securities of the
same series, the Trustee shall be protected in withholding such notice, if and so long as a Responsible Officer or
Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the
Holders of the Securities of such series.


 




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Section 10.04    Eligibility; Disqualification.


 


(a)  The Trustee shall at all times satisfy
the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus of at least $50 million as set
forth in its most recent published annual report of condition, and shall have a Corporate Trust Office. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section 10.04, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


 


(b)  The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b) (i)  any series of
Securities under this Indenture and any indenture or indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA
Section 310(b) (i)  are met. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b)  of
the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided
by, and subject to the provisions of, the Trust Indenture Act (including the provisions thereof allowing the Trustee to apply
to the Commission for permission not to resign)  and this Indenture. If Section 310(b)  of the Trust Indenture Act is
amended any time after the date of this Indenture to change the circumstances under which a Trustee shall be deemed to have a
conflicting interest with respect to the Securities of any series or to change any of the definitions in connection
therewith, this Section 10.04 shall be automatically amended to incorporate such changes.


 


Section 10.05    Resignation
and Notice; Removal. The Trustee, or any successor to it hereafter appointed, may at any time resign and be discharged of the
trusts hereby created with respect to any one or more or all series of Securities by giving to the Company 31 days’ notice
in writing. Such resignation shall take effect upon the appointment of a successor Trustee and the acceptance of such appointment
by such successor Trustee. Any Trustee hereunder may be removed with respect to any series of Securities at any time by the filing
with such Trustee and the delivery to the Company of an instrument or instruments in writing signed by the Holders of a majority
in principal amount of the Securities of such series then Outstanding, specifying such removal and the date when it shall become
effective.


 


If
at any time:


 


(1)      the Trustee shall
fail to comply with the provisions of TIA Section 310(b)  after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initial issuance
of the Securities of such series), or


 


(2)     the Trustee shall
cease to be eligible under Section 10.04 and shall fail to resign after written request therefor by the Company or by any Holder
who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initial
issuance of the Securities of such series), 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 31 days’ prior
written notice to the Trustee may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii)  subject
to TIA Section 315(e), any Securityholder who has been a bona fide Holder of a Security for at least six months (or, if it is a
shorter period, the period since the initial issuance of the Securities of such series)  may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees.


 




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Upon its resignation or removal, any Trustee
shall be entitled to the payment of reasonable compensation for the services rendered hereunder by such Trustee and to the payment
of all reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s rights to indemnification
provided in Section 10.01(a)  shall survive its resignation or removal.


 


Section
10.06    Successor Trustee by Appointment.


 


(a)  In case at any time the Trustee shall
resign, or shall be removed (unless the Trustee shall be removed as provided in Section 10.05, in which event the vacancy
shall be filled as provided in said subdivision), or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if 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 with
respect to the Securities of one or more series, the Company shall appoint a successor Trustee 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 series)  or, in case all or substantially all the assets of the Company shall be in the possession of one or more
custodians or receivers lawfully appointed, or of trustees in bankruptcy or reorganization proceedings (including a trustee
or trustees appointed under the provisions of the federal bankruptcy laws, as now or hereafter constituted), or of assignees
for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by an instrument in
writing, shall appoint a successor Trustee with respect to the Securities of such series. Subject to the provisions of
Sections 10.04 and 10.05, upon the appointment as aforesaid of a successor Trustee with respect to the Securities of any
series, the Trustee with respect to the Securities of such series shall cease to be Trustee hereunder. After any such
appointment other than by the Holders of Securities of that or those series, the Person making such appointment
shall forthwith cause notice thereof to be given to the Holders of Securities of such series, but any successor Trustee with
respect to the Securities of such series so appointed shall, immediately and without further act, be superseded by a
successor Trustee appointed by the Holders of a majority in principal amount of the Securities of such series then
Outstanding, by an instrument or instruments in writing signed in duplicate by each of such Holders and filed, one original
thereof with the Company and the other with the successor Trustee, if such appointment be made prior to the expiration of one
year from the date of the giving of such notice by the Company, or by such receivers, trustees or assignees.


 


(b)  If any Trustee with respect to the
Securities of one or more series shall resign or be removed and a successor Trustee shall not within 31 days thereafter have
been appointed by the Company or by the Holders of the Securities of such series or if any successor Trustee so appointed
shall not have accepted its appointment within 31 days after such appointment shall have been made, the resigning Trustee at
the expense of the Company may apply to any court of competent jurisdiction for the appointment of a successor Trustee. If in
any other case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 10.06 within
three months after such appointment might have been made hereunder, the Holder of any Security of the applicable series or
any retiring Trustee at the expense of the Company may apply to any court of competent jurisdiction to appoint a successor
Trustee. Such court may thereupon, in any such case, after such notice, if any, as such court may deem proper and prescribe,
appoint a successor Trustee.


 


(c)  Any successor Trustee appointed
hereunder with respect to the Securities of one or more series shall execute, acknowledge and deliver to its predecessor
Trustee and to the Company, or to the receivers, trustees, assignees or court appointing it, as the case may be, an
instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations with respect
to such series of such predecessor Trustee with like effect as if originally named as Trustee hereunder, and such predecessor Trustee,
upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee
shall be entitled to receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder, subject nevertheless
to its lien provided for in Section 10.01(a). Nevertheless, on the written request of the Company or of the successor Trustee or
of the Holders of at least 10% in principal amount of the Securities of such series then Outstanding, such predecessor Trustee,
upon payment of its said charges and disbursements, shall execute and deliver an instrument transferring to such successor Trustee
upon the trusts herein expressed all the rights, powers and trusts of such predecessor Trustee and shall assign, transfer and deliver
to the successor Trustee all moneys and properties held by such predecessor Trustee, subject nevertheless to its lien provided
for in Section 10.01(a); and, upon request of any such successor Trustee or the Company shall make, execute, acknowledge and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such
authority, rights, powers, trusts, immunities, duties and obligations.


 




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Section 10.07    Successor
Trustee by Merger. Any Person into which the Trustee or any successor to it in the trusts created by this Indenture shall be
merged or converted, or any Person with which it or any successor to it shall be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Trustee or any such successor to it shall be a party, or any Person to which the
Trustee or any successor to it shall sell or otherwise transfer all or substantially all of the corporate trust business of the
Trustee, shall be the successor Trustee under this Indenture without the execution or filing of any paper or any further act on
the part of any of the parties hereto; provided that such Person shall be otherwise qualified and eligible under this Article.
In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture with respect to one or
more series of Securities, any of such Securities shall have been authenticated but not delivered by the Trustee then in office,
any successor to such Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Securities
so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in
all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or
successors by merger, conversion or consolidation.


 


Section 10.08    Right
to Rely on Officer’s Certificate. Subject to Section 10.02, and subject to the provisions of Section 15.01 with respect
to the certificates required thereby, whenever in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)  may, in the absence of negligence, bad faith or willful
misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate or
a Company Order with respect thereto delivered to the Trustee, and such Officer’s Certificate or Company Order, in the absence
of negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.


 


Section 10.09    Appointment
of Authenticating Agent. The Trustee may appoint an agent (the “Authenticating Agent”)  acceptable to the Company
to authenticate the Securities, and the Trustee shall give written notice of such appointment to all Holders of Securities of the
series with respect to which such Authenticating Agent will serve. Unless limited by the terms of such appointment, any
such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by the Authenticating Agent. 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.


 




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Each
Authenticating Agent shall at all times be a corporation organized and doing business and in good standing under the laws of the
United States, 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 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 Article X, 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
an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Article X, it shall resign immediately
in the manner and with the effect specified in this Article X.


 


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 Article X, without the execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 10.09, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall give written notice 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 10.09.


 


The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section 10.09, and the Trustee shall be entitled to
be reimbursed for such payments, subject to the provisions of Section 10.01.


 


Section
10.10    Communications by Securityholders with Other Securityholders. Holders of Securities may communicate
pursuant to Section 312(b)  of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c)  of the Trust Indenture
Act with respect to such communications.


 


Section
10.11    Preferential Collection of Claims Against Company. The Trustee is subject to Section 311(a)
of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b)  of the Trust Indenture Act. A Trustee
that has resigned or been removed shall be subject to Section 311(a)  of the Trust Indenture Act to the extent indicated therein.


 




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ARTICLE XI


 


SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 11.01    Satisfaction
and Discharge of Indenture. This Indenture, with respect to the Securities of any series, shall, upon Company Order, cease
to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Securities herein expressly
provided for and rights to receive payments of principal of and premium, if any, and interest on such Securities)  and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Securities of such series, when:


 


(a)  either:


 


(i)
all Securities of such series theretofore authenticated and delivered (other than (A)   Securities that have been destroyed,
lost or stolen and that have been replaced or paid as provided in Section 3.07 and (B)  Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 6.03)  have been delivered to the Trustee for cancellation; or


 


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


 


(A)
have become due and payable, or


 


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


 


(C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice by the Trustee in the name, and at the expense, of the Company, and the Company,
in the case of (A), (B)  or (C)  above, has deposited or caused to be deposited with the Trustee or Paying Agent as trust funds in
trust for the purpose an amount in the Currency in which such Securities are denominated (except as otherwise provided pursuant
to Section 3.01)  sufficient to pay and discharge the entire Indebtedness on such Securities for principal and premium, if any,
and interest to the date of such deposit (in the case of Securities that have become due and payable)  or to the Stated Maturity
or Redemption Date, as the case may be;


 


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


 


(c) the Company has delivered to
the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been complied
with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the
obligations of the Company to the Trustee under Section 10.01 and, if money shall have been deposited with the Trustee
pursuant to subclause (B)  of clause (a) (i)  of this Section with respect to Securities of such series, the obligations of the Trustee
with respect to the Securities of such series under Section 6.03(e)  and 11.07 shall survive.


 




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Section 11.02    Discharge
or Defeasance upon Deposit of Moneys or U.S. Government Obligations. At the Company’s option, either (a)  the Company
shall be deemed to have been Discharged (as defined below)  from its obligations with respect to Securities of any series on the
first day after the applicable conditions set forth below have been satisfied or (b)  the Company shall be deemed to have effected
Covenant Defeasance with respect to Securities of any series at any time after the applicable conditions set forth below have been
satisfied (and such action or event under clause (a)  or (b)  of this paragraph in no circumstance may be construed as an Event of
Default under Section 7.01):


 


(a) the Company shall have deposited or caused
to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of the Securities of such series (i)  money in an amount, or (ii)  U.S. Government Obligations (as
defined below)  that through the payment of interest and principal in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment, money in an amount, or (iii)  a combination of (i)  and (ii), sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bankers,
to pay and discharge each installment of principal (including any mandatory sinking fund payments)  of and premium, if any, and
interest on, the Outstanding Securities of such series on the dates such installments of interest or principal and premium are
due;


 


(b) no 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 the borrowing
of funds and the grant of any related liens to be applied to such deposit); and


 


(c) the Company shall have delivered to the Trustee
an Opinion of Counsel and an Officer’s Certificate as required by Section 15.01 and an Opinion of Counsel to the effect that
Holders of the Securities of such series will not recognize income, gain or loss for United States federal income tax purposes
as a result of the Company’s exercise of its option under this Section and will be subject to federal income tax on the same
amounts and in the same manner and at the same times as would have been the case if such action had not been exercised and, in
the case of the Securities of such series being Discharged accompanied by a ruling to that effect received from or published by
the United States Internal Revenue Service.


 


“Discharged”
means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by, and obligations under,
the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except (A)  the
rights of Holders of Securities of such series to receive, from the trust fund described in clause (a)  above, payment of the principal
of and premium, if any, and interest on such Securities when such payments are due, (B)  the Company’s obligations with respect
to Securities of such series under Sections 3.04, 3.06, 3.07, 6.02, 11.05 and 11.06 and (C)  the rights, powers, trusts, duties
and immunities of the Trustee hereunder.


 


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


 




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“Covenant Defeasance” with respect
to the Securities of any series means that the Company shall cease to be under any obligation to comply with, and shall have no
liability in respect of, any term, provision or condition set forth in Section 6.04 and Section 9.02 with respect to Securities
of such series (and, if so specified pursuant to Section 3.01, any other covenant added for the benefit of such series pursuant
to Section 3.01), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or any such other
covenant or by reason of reference in any such Section or any such other covenant to any other provision herein or in any other
document, and such omission to comply shall not constitute a Default or an Event of Default. Securities of any series with respect
to which Covenant Defeasance has been effected pursuant to this Section 11.02 shall thereafter be deemed to be not Outstanding
for the purposes of any request, demand, authorization, direction, notice, consent, waiver or other action of Holders (and the
consequences of any thereof)  in connection with any such Section or any such other covenant with respect to the Securities of such
series, but shall continue to be deemed to be Outstanding for all other purposes hereunder (it being understood that such Securities
shall not be deemed outstanding for accounting purposes).


 


Section 11.03    Repayment
to Company. The Trustee and any Paying Agent shall promptly pay to the Company (or to its designee)  upon Company Order any
excess moneys or U.S. Government Obligations held by them at any time, including any such moneys or obligations held by the Trustee
under any escrow trust agreement entered into pursuant to Section 11.06. The provisions of Section 6.03(e)  shall apply to any money
held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the Maturity of any series
of Securities for which money or U.S. Government Obligations have been deposited pursuant to Section 11.02.


 


Section 11.04    Indemnity
for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the deposited U.S. Government Obligations or the principal or interest received on such U.S. Government
Obligations.


 


Section 11.05    Deposits
to Be Held in Escrow. Any deposits with the Trustee referred to in Section 11.03 above shall be irrevocable (except to the
extent provided in Sections 11.04 and 11.07)  and shall be made under the terms of an escrow trust agreement. If any Outstanding
Securities of a series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions
or in accordance with any mandatory or optional sinking fund requirement, the applicable escrow trust agreement shall provide therefor
and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company. The agreement shall provide that, upon satisfaction of any mandatory sinking fund
payment requirements, whether by deposit of moneys, application of proceeds of deposited U.S. Government Obligations or, if permitted,
by delivery of Securities, the Trustee shall pay or deliver over to the Company as excess moneys pursuant to Section 11.03 all
funds or obligations then held under the agreement and allocable to the sinking fund payment requirements so satisfied.


 




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If Securities of a series with respect to which
such deposits are made may be subject to later redemption at the option of the Company or pursuant to optional sinking fund payments,
the applicable escrow trust agreement may, at the option of the Company, provide therefor. In the case of an optional redemption
in whole or in part, such agreement shall require the Company to deposit with the Trustee on or before the date notice of redemption
is given funds sufficient to pay the Redemption Price of the Securities to be redeemed together with all unpaid interest thereon
to the Redemption Date. Upon such deposit of funds, the Trustee shall pay or deliver over to the Company as excess funds pursuant
to Section 11.03 all funds or obligations then held under such agreement and allocable to the Securities to be redeemed. In the
case of exercise of optional sinking fund payment rights by the Company, such agreement shall, at the option of the Company, provide
that upon deposit by the Company with the Trustee of funds pursuant to such exercise the Trustee shall pay or deliver over to the
Company as excess funds pursuant to Section 11.03 all funds or obligations then held under such agreement for such series and allocable
to the Securities to be redeemed.


 


Section 11.06    Application
of Trust Money.


 


(a) Neither the Trustee nor any other Paying Agent
shall be required to pay interest on any moneys deposited pursuant to the provisions of this Indenture, except such as it shall
agree with the Company in writing to pay thereon. Any moneys so deposited for the payment of the principal of, or premium, if any,
or interest on the Securities of any series and remaining unclaimed for two years after the date of the maturity of the Securities
of such series or the date fixed for the redemption of all the Securities of such series at the time outstanding, as the case may
be, shall be repaid by the Trustee or such other Paying Agent to the Company upon its written request and thereafter, anything
in this Indenture to the contrary notwithstanding, any rights of the Holders of Securities of such series in respect of which such
moneys shall have been deposited shall be enforceable only against the Company, and all liability of the Trustee or such other
Paying Agent with respect to such moneys shall thereafter cease.


 


(b) Subject to the provisions of the foregoing
paragraph, any moneys which at any time shall be deposited by the Company or on its behalf with the Trustee or any other Paying
Agent for the purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be and are hereby
assigned, transferred and set over to the Trustee or such other Paying Agent in trust for the respective Holders of the Securities
for the purpose for which such moneys shall have been deposited; but such moneys need not be segregated from other funds except
to the extent required by law.


 


Section 11.07    Deposits
of Non-U.S. Currencies. Notwithstanding the foregoing provisions of this Article, if the Securities of any series are payable
in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the Trustee
under the foregoing provisions of this Article shall be as set forth in the Company Order or established in the supplemental indenture
under which the Securities of such series are issued.


 


ARTICLE
XII


 


IMMUNITY OF CERTAIN PERSONS


 


Section 12.01    No Personal
Liability. No recourse shall be had for the payment of the principal of, or the premium, if any, or interest on, any Security
or for any claim based thereon or otherwise in respect thereof or of the Indebtedness represented thereby, or upon any obligation, covenant
or agreement of this Indenture, against any incorporator, partner, stockholder, other equity holder, officer, director, employee
or controlling person, as such, past, present or future, of the Company or of any predecessor or successor entity, either directly
or through the Company or any predecessor or successor entity, whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture
and the Securities are solely obligations of the Company, and that no personal liability whatsoever shall attach to, or be incurred
by, any incorporator, partner, stockholder, other equity holder, officer, director, employee or controlling person, as such, past,
present or future, of the Company or of any predecessor or successor entity, either directly or through the Company or any predecessor
or successor entity, because of the incurring of the Indebtedness hereby authorized or under or by reason of any of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities, or to be implied herefrom or therefrom, and that
all liability, if any, of that character against every such incorporator, partner, stockholder, other equity holder, officer, director,
employee or controlling person, as such, past, present or future, of the Company or of any predecessor or successor entity is,
by the acceptance of the Securities by the Holders thereof and as a condition of, and as part of the consideration for, the execution
of this Indenture and the issue of the Securities, expressly waived and released.


 




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ARTICLE XIII


 


SUPPLEMENTAL INDENTURES


 


Section 13.01    Without
Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities,
the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee and the Company, for any one or more of or all the following purposes:


 


(a) to add to the covenants and agreements of the
Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to
add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if
such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that
such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified
therein), or to surrender any right or power herein conferred upon the Company;


 


(b) to delete or modify any Events of Default with
respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental
indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities,
specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and
the Holders of such Securities in connection therewith;


 




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(c) to add to or change any of the provisions of
this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities;
provided that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material
respect;


 


(d) to change or eliminate any of the provisions
of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security
of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and
as to which such supplemental indenture would apply;


 


(e) to evidence the succession of another Person
to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company
contained in the Securities of one or more series and in this Indenture or any supplemental indenture;


 


(f) to evidence and provide for the acceptance
of appointment hereunder by a successor Trustee with respect to one or more series of Securities and to add to or change any of
the provisions of this Indenture as shall be necessary for or facilitate the administration of the trusts hereunder by more than
one Trustee, pursuant to the requirements of Section 10.06(c);


 


(g) to secure any series of Securities or to release
any collateral or lien securing Securities of any series in accordance with the terms of the Securities of such series;


 


(h) to evidence any changes to this Indenture pursuant
to Sections 10.05, 10.06 or 10.07 hereof as permitted by the terms thereof;


 


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


 


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


 


(k) to add guarantors or co-obligors with respect
to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable
series of Securities;


 


(l) to make any change in any series of Securities
that does not adversely affect in any material respect the rights of the Holders of such Securities;


 


(m) to provide for uncertificated securities in
addition to certificated securities;


 


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


 




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


 


(p)  to establish the form and terms of Securities
of any series as permitted in Section 3.01, or to authorize the issuance of additional Securities of a series previously authorized
or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or
delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be
observed.


 


Subject
to the provisions of Section 13.03, the Trustee is authorized to join with the Company in the execution of any such supplemental
indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer,
assignment, mortgage or pledge of any property or assets thereunder.


 


Any supplemental indenture authorized by the
provisions of this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the
Securities at the time Outstanding.


 


Section 13.02    With
Consent of Securityholders; Limitations.


 


(a) With the consent of the Holders (evidenced
as provided in Article VIII)  of a majority in aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture voting separately, the Company and the Trustee may, from time to time and at any time, enter into
an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating
any provisions of this Indenture or of modifying in any manner the rights of the Holders of the Securities of such series to be
affected; provided, however, that, except as otherwise provided as contemplated by Section 3.01 with respect to the Securities
of such series, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each such
series affected thereby,


 


(i) extend
the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof
or the interest thereon or any premium payable upon redemption thereof, or extend the Stated Maturity of, or change the place of
payment where, or the Currency in which the principal of and premium, if any, or interest on such Security is denominated or payable,
or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 7.02, or impair the right to institute suit for the enforcement of any
payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or materially
adversely affect the economic terms of any right to convert or exchange any Security as may be provided pursuant to Section 3.01;
or


 


(ii) reduce the percentage in principal amount
of the Outstanding Securities of any series, the consent of whose Holders is required for any 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


 




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(iii) modify any of the provisions of this Section,
Section 7.06 or Section 6.06, except to increase any such percentage or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the
Trustee” and concomitant changes in this Section and Section 6.06, or the deletion of this proviso, in accordance with the
requirements of Sections 10.06 and 13.01(f); or


 


(iv) modify, without the written consent of the
Trustee, the rights, duties or immunities of the Trustee.


 


(b) A supplemental indenture that changes or eliminates
any 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 the consent of
the Securityholders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance thereof.


 


(d) The Company may set a record date for purposes
of determining the identity of the Holders of each series of Securities entitled to give a written consent or waive compliance
by the Company as authorized or permitted by this Section. Such record date shall not be more than 30 days prior to the first solicitation
of such consent or waiver or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant
to Section 312 of the Trust Indenture Act.


 


(e) Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to the provisions of this Section 13.02, the Company shall give a notice,
setting forth in general terms the substance of such supplemental indenture, to the Holders of Securities. Any failure of the Company
to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture.


 


Section 13.03    Trustee
Protected. Upon the request of the Company, accompanied by the Officer’s Certificate and Opinion of Counsel required
by Section 15.01 stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and evidence
reasonably satisfactory to the Trustee of consent of the Holders if the supplemental indenture is to be executed pursuant to Section
13.02, the Trustee shall join with the Company in the execution of said supplemental indenture unless said supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into said supplemental indenture. The Trustee shall be fully protected in
relying upon such Officer’s Certificate and Opinion of Counsel.


 


Section 13.04    Effect
of Execution of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions of this
Article XIII, this Indenture shall be deemed to be modified and amended in accordance therewith and, except as herein otherwise
expressly provided, the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the
Trustee, the Company and the Holders of all of the Securities or of the Securities of any series affected, as the
case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.


 




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Section 13.05    Notation
on or Exchange of Securities. Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article may bear a notation in the form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities so modified as to conform,
in the opinion of the Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any
such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for the Securities then Outstanding in equal aggregate principal amounts, and such exchange shall be made without cost to the Holders
of the Securities.


 


Section 13.06    Conformity
with TIA. Every supplemental indenture executed pursuant to the provisions of this Article shall conform to the requirements
of the Trust Indenture Act as then in effect.


 


ARTICLE
XIV


 


SUBORDINATION OF SECURITIES


 


Section 14.01    Agreement
to Subordinate. In the event a series of Securities is designated as subordinated pursuant to Section 3.01, and except as otherwise
provided in a Company Order or in one or more indentures supplemental hereto, the Company, for itself, its successors and assigns,
covenants and agrees, and each Holder of Securities of such series, whether upon original issue or upon transfer, assignment or
exchange thereof, by his, her or its acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and
premium, if any)  and interest, if any, on each and all of the Securities of such series is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. Each
Holder of such Securities designated as subordinated may be fully subordinated to interests held by the United States government
in the event that the Company enters into a bankruptcy, receivership, insolvency, liquidation or similar proceeding. In the event
a series of Securities is not designated as subordinated pursuant to Section 3.01(t), this Article XIV shall have no effect upon
the Securities of such series.


 


Section 14.02    Distribution
on Dissolution, Liquidation and Reorganization; Subrogation of Securities. Subject to Section 14.01, upon any distribution
of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling
of the assets and liabilities of the Company or otherwise (subject to the power of a court of competent jurisdiction to make other
equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with
respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law):


 


(a) the holders of all Senior Indebtedness shall
be entitled to receive payment in full of the principal thereof (and premium, if any)  and interest due thereon before the Holders
of the Securities are entitled to receive any payment upon the principal (or premium, if any)  or interest,
if any, on Indebtedness evidenced by the Securities; and


 




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(b) any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article XIV shall be paid by the liquidation trustee or agent or other Person
making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture
under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of the principal of (and premium, if any)  and interest on the Senior Indebtedness held or represented
by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness; and


 


(c) in the event that, notwithstanding the foregoing,
any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities prohibited
by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full,
such payment or distribution shall be paid over, upon written notice to a Responsible Officer of the Trustee at its Corporate Trust
Office, to the holder of such Senior Indebtedness or his, her or its representative or representatives or to the trustee or trustees
under any indenture under which any of such Senior Indebtedness may have been issued, ratably as aforesaid, as calculated by the
Company, for application to payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been
paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


 


(d) Subject to the payment in full of all Senior
Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness (to the extent
that distributions otherwise payable to such holder have been applied to the payment of Senior Indebtedness)  to receive payments
or distributions of cash, property or securities of the Company applicable to Senior Indebtedness until the principal of (and premium,
if any)  and interest, if any, on the Securities shall be paid in full and no such payments or distributions to the Holders of the
Securities of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities be deemed to be a payment
by the Company to or on account of the Securities. It is understood that the provisions of this Article XIV are and are intended
solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness, on the other hand. Nothing contained in this Article XIV or elsewhere in this Indenture or in the Securities
is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders
of the Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Securities
the principal of (and premium, if any)  and interest, if any, on the Securities as and when the same shall become due and payable
in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or in the Securities prevent the Trustee or the Holder
of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to
the rights, if any, under this Article XIV of the holders of Senior Indebtedness in respect of cash, property or securities of
the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to
in this Article XIV, the Trustee, subject to the provisions of Section 14.05, shall be entitled to conclusively rely upon a certificate
of the liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereof
and all other facts pertinent thereto or to this Article XIV.


 




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(e) For purposes of this Section 14.02, the words,
“cash or, property or securities” shall not be deemed to include shares of Capital Stock or warrants to purchase shares
of Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by
a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in
this Article XIV with respect to the Securities of such)  to the payment in full of all Senior Indebtedness which may at the
time be outstanding; provided that (i)  the Senior Indebtedness is assumed by the new Person, if any, resulting from any such arrangement,
reorganization or readjustment, and (ii)  the rights of the holders of the Senior Indebtedness are not, without the consent of such
holders, adversely altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger
of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance or transfer
of all or substantially all of its property and assets to another Person upon the terms and conditions provided in Section 6.04
hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.02
if such other Person shall, as a part of such consolidation, merger, sale, conveyance or transfer, comply with the conditions stated
in Section 6.04.


 


Section 14.03    No Payment
on Securities in Event of Default on Senior Indebtedness. Subject to Section 14.01, no payment by the Company on account of
principal (or premium, if any), sinking funds or interest, if any, on the Securities shall be made at any time if: (i)  a default
on Senior Indebtedness exists that permits the holders of such Senior Indebtedness to accelerate its maturity and (ii)  the default
is the subject of judicial proceedings or the Company has received notice of such default. The Company may resume payments on the
Securities when full payment of amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness
has been made or duly provided for in money or money’s worth.


 


In
the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by
the preceding paragraph of this Section 14.03, such payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under
any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear,
as calculated by the Company, but only to the extent that the holders of such Senior Indebtedness (or their representative or representatives
or a trustee)  notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness
and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Senior Indebtedness.


 


Section 14.04    Payments
on Securities Permitted. Subject to Section 14.01, nothing contained in this Indenture or in any of the Securities shall (a)
affect the obligation of the Company to make, or prevent the Company from making, at any time except as provided in Sections 14.02
and 14.03, payments of principal of (or premium, if any)  or interest, if any, on the Securities or (b)  prevent the application
by the Trustee of any moneys or assets deposited with it hereunder to the payment of or on account of the principal of (or premium,
if any)  or interest, if any, on the Securities, unless a Responsible Officer of the Trustee shall have received at its Corporate
Trust Office written notice of any fact prohibiting the making of such payment from the Company or from the holder of any Senior
Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee
on or before the third Business Day prior to the date fixed for such payment.


 




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Section 14.05    Authorization
of Securityholders to Trustee to Effect Subordination. Subject to Section 14.01, each Holder of Securities by his acceptance
thereof authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article XIV and appoints the Trustee his attorney-in-fact for any and all such
purposes.


 


Section 14.06    Notices
to Trustee. The Company shall give prompt written notice to a Responsible Officer of the Trustee at its Corporate Trust Office
of any fact known to the Company that would prohibit the making of any payment of moneys or assets to or by the Trustee in respect
of the Securities of any series pursuant to the provisions of this Article XIV. Subject to Section 14.01, notwithstanding the provisions
of this Article XIV or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than the Company)
shall be charged with knowledge of the existence of any Senior Indebtedness or of any fact which would prohibit the making of any
payment of moneys or assets to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the Trustee or
such Paying Agent shall have received (in the case of a Responsible Officer of the Trustee, at the Corporate Trust Office of the
Trustee)  written notice thereof from the Company or from the holder of any Senior Indebtedness or from the trustee for any such
holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee
and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that
no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received the notice provided
for in this Section 14.06 with respect to any such moneys or assets on or before the third Business Day prior to the date upon
which by the terms hereof any such moneys or assets may become payable for any purpose (including, without limitation, the payment
of either the principal (or premium, if any)  or interest, if any, on any Security)  then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such moneys or assets and to apply the same to the
purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it after
the third Business Day prior to such date. Subject to the provisions of Section 10.02, the Trustee shall be entitled to conclusively
rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee
on behalf of such holder)  to establish that such a notice has been given by a holder of Senior Indebtedness or a trustee on behalf
of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XIV,
the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article XIV and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. Regardless
of anything to the contrary herein, nothing shall prevent (a)  any payment by the Company or the Trustee to the Securityholders
of amounts in connection with a redemption of Securities if (i)  notice of such redemption has been given pursuant to Article IV
prior to the receipt by the Trustee of written notice of prohibition as aforesaid, and (ii)  such notice of redemption is given
not more than 60 days before the Redemption Date, or (b)  any payment by the Trustee to the Securityholders of amounts deposited
with it pursuant to Article XI.


 


Section 14.07    Trustee
as Holder of Senior Indebtedness. Subject to Section 14.01, the Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article XIV in respect of any Senior Indebtedness at any time held by it to the same extent as any other
holder of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such
holder. Nothing in this Article XIV shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 7.05 or
10.01.


 




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Section 14.08    Modifications
of Terms of Senior Indebtedness. Subject to Section 14.01, any renewal or extension of the time of payment of any Senior Indebtedness
or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior
Indebtedness, including, without limitation, the waiver of default thereunder, may be made or done all without notice to or assent
from the Holders of the Securities or the Trustee. No compromise, alteration, amendment, modification, extension, renewal or other
change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of, or of any of the
terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such
Senior Indebtedness, whether or not such release is in accordance with the provisions of any applicable document, shall in any
way alter or affect any of the provisions of this Article XIV or of the Securities relating to the subordination thereof.


 


Section 14.09    Reliance
on Judicial Order or Certificate of Liquidating Agent. Subject to Section 14.01, upon any payment or distribution of assets
of the Company referred to in this Article XIV, the Trustee and the Holders of the Securities shall be entitled to conclusively
rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee
in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto
or to this Article XIV.


 


Section 14.10    Satisfaction
and Discharge; Discharge and Covenant Defeasance. Subject to Section 14.01, amounts and U.S. Government Obligations deposited
in trust with the Trustee pursuant to and in accordance with Article XI and not, at the time of such deposit, prohibited to be
deposited under Sections 14.02 or 14.03 shall not be subject to this Article XIV.


 


Section 14.11    Trustee
Not Fiduciary for Holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or observe only such of its covenants and obligations as are specifically set forth in this Article XIV, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. The Trustee shall not be liable
to any such holder if it shall pay over or distribute to or on behalf of Holders of Securities or the Company, or any other Person,
moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article XIV or otherwise.


 




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ARTICLE XV


 


MISCELLANEOUS PROVISIONS


 


Section 15.01    Certificates
and Opinions as to Conditions Precedent.


 


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


 


(b) Each certificate or opinion provided for in
this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture
(other than the certificates provided pursuant to Section 6.05 of this Indenture)  shall include (i)  a statement that the Person
giving such certificate or opinion has read such covenant or condition; (ii)  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; (iii)  a
statement that, in the view or opinion of such Person, he or she has made such examination or investigation as is necessary to
enable such Person to express an informed view or opinion as to whether or not such covenant or condition has been complied with;
and (iv)  a statement as to whether or not, in the view or opinion of such Person, such condition or covenant has been complied
with.


 


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


 


(d) Any certificate, statement or opinion of an
officer of the Company or of counsel to the Company may be based, insofar as it relates to accounting matters, upon a certificate
or opinion of, or representations by, an accountant or firm of accountants, unless such officer or counsel, as the case may be,
knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the
accounting matters upon which his or her certificate, statement or opinion may be based are erroneous. Any certificate or opinion
of any firm of independent registered public accountants filed with the Trustee shall contain a statement that such firm is independent.


 


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


 




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(f) 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 15.02    Trust
Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may
be.


 


Section 15.03    Notices
to the Company and Trustee. Any notice, demand or other communication authorized by this Indenture to be made upon, given or
furnished to, or filed with, the Company or the Trustee shall be sufficiently made, given, furnished or filed for all purposes
if it shall be in writing and mailed, delivered or telefaxed (or, in the case of such notice, demand or other communication by
the Company to the Trustee, sent by e-mail that has been confirmed received or otherwise sent in accordance with Section 15.03(a)):


 


(a) in the case of such
notice, demand or other communication to be made upon, given or furnished to, or filed with the Company, to the Company at 68
South Service Road, Suite 230, Melville, NY 11747, Attention: General Counsel, Facsimile No.: (631) 962-7001 or at such
other address or other facsimile number or e-mail address as the Company may designate from time to time by notice to the
Trustee; and


 


(b) in the case of such notice, demand or other
communication to be made upon, given or furnished to, or filed with the Trustee, to the Trustee at the Corporate Trust Office of
the Trustee, Attention: Corporate Trust Administration, Facsimile No.: (212)  815-5595 or such other facsimile number or e-mail
address as the Trustee may designate from time to time by notice to the Company.


 


The Trustee
agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission
or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate
listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons,
which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If
the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method)  and the
Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be
deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent
written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the
risk or interception and misuse by third parties.


 


Any such notice, demand or other communication shall be in the English
language.


 


Section 15.04    Notices;
Waiver of Notice. Any notice or other communication required or permitted to be given to Securityholders shall be sufficiently
given (unless otherwise herein expressly provided):


 




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(a) if given in writing by first class mail, postage
prepaid, to such Holders at their addresses as the same shall appear on the Register; provided, that in the event of suspension
of regular mail service or by reason of any other cause it shall be impracticable to give notice by mail, then such notification
as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder; or


 


(b) in the case of any Holder of a Global Security,
if transmitted to the Depositary for such Security (or its designee)  in accordance with the applicable procedures of such Depositary.


 


Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance on such
waiver. In any case where notice to Holders is given by mail; neither the failure to mail such notice nor any defect in any notice
so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders, and any notice that
is mailed in the manner herein provided shall be conclusively presumed to have been duly given. In any case where notice to Holders
is given by publication, any defect in any notice so published as to any particular Holder shall not affect the sufficiency of
such notice with respect to other Holders, and any notice that is published in the manner herein provided shall be conclusively
presumed to have been duly given.


 


Section 15.05    Legal
Holiday. Unless otherwise specified pursuant to Section 3.01, in any case where any Interest Payment Date, Redemption Date
or Maturity of any Security of any series shall not be a Business Day at any Place of Payment for the Securities of that series,
then payment of principal and premium, if any, or interest 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 such Interest Payment
Date, Redemption Date or Maturity and no interest shall accrue on such payment for the period from and after such Interest Payment
Date, Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or duly provided for on such
Business Day.


 


Section 15.06    No Adverse
Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan agreement or debt agreement
of the Company or any Affiliate of the Company. Any such indenture, loan agreement or debt agreement may not be used to interpret
this Indenture.


 


Section 15.07    Effects
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 15.08    Successors
and Assigns. All covenants and agreements in this Indenture by the parties hereto shall bind their respective successors and
assigns and inure to the benefit of their permitted successors and assigns, whether so expressed or not.


 


Section 15.09    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.


 




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Section 15.10    Benefits
of Indenture. Nothing in this Indenture expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or to give to, any Person other than the parties hereto and their successors and the Holders
of the Securities and, as to any series of Securities to which Article XIV is applicable, Senior Indebtedness, any benefit or any
right, remedy or claim under or by reason of this Indenture or any covenant, condition, stipulation, promise or agreement hereof,
and all covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be for the sole and exclusive
benefit of the parties hereto and their successors and of the Holders of the Securities.


 


Section 15.11    Counterparts
Originals. This Indenture 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 transmission or by transmission as a PDF e-mail attachment shall constitute effective execution
and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or PDF e-mail attachment shall be deemed to be their original signatures for all
purposes.


 


Section 15.12    Governing
Law; Submission to Jurisdiction; Waiver of Trial by Jury. This Indenture and the Securities shall be deemed to be contracts
made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law
of said State.


 


THE
COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY
OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.


 


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


 


Section 15.13    Certain
Tax Information. In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and
interpretations promulgated by competent authorities)  in effect from time to time (“Applicable Tax Law”)  that a foreign
financial institution, or issuer, trustee, paying agent, holder or other institution is or has agreed to be subject to related
to the Indenture, the Company agrees (i)  to provide to the Trustee sufficient information about Holders or other applicable parties
and/or transactions (including any modification to the terms of such transactions)  that is reasonably requested by the Trustee
so the Trustee can determine whether it has tax related obligations under Applicable Tax Law and (ii)  that the Trustee shall be
entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable
Tax Law for which the Trustee shall not have any liability other than any liability or losses as may be attributable to the Trustee’s
negligence, bad faith or willful misconduct. The terms of this Section 15.13 shall survive the termination of this Indenture.


 




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


 





	 	COMTECH TELECOMMUNICATIONS CORP.,
	 	as Issuer
	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 
	 	 	 
	 	THE BANK OF NEW YORK MELLON 
	 	as Trustee
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 








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