Exhibit 4.1


 


Execution Version


 


THE CHEMOURS COMPANY,

as Issuer


 


and


 


U.S.
Bank National Association,

as Trustee


 





 



 


INDENTURE


 


Dated as of May 23, 2017


 





 



 


Senior Debt Securities


 




     


     


    

 


CROSS-REFERENCE SHEET*


 


between


 


Provisions of Sections 310 through 318 of the Trust
Indenture Act of 1939, as amended, and the within Indenture between The Chemours Company and U.S. Bank National Association, Trustee:


 





 



 


	SECTION OF ACT	 	SECTION OF INDENTURE
	 	 	 
	310(a)(1) and (2)	 	7.09
	310(a)(3) and (4)	 	Not applicable
	310(b)	 	7.08 and 7.10
	310(c)	 	Not applicable
	311(a) and (b)	 	7.13
	311(c)	 	Not applicable
	312(a)	 	5.01 and 5.02(a)
	312(b) and (c)	 	5.02(b) and (c)
	313(a)	 	5.04(a)
	313(b)(1)	 	Not applicable
	313(b)(2)	 	5.04(b)
	313(c)	 	5.04(c)
	313(d)	 	5.04(d)
	314(a)	 	5.03
	314(b)	 	Not applicable
	314(c)(1) and (2)	 	14.04
	314(c)(3)	 	Not applicable
	314(d)	 	Not applicable
	314(e)	 	15.05
	314(f)	 	Not applicable
	315(a), (c) and (d)	 	7.01
	315(b)	 	7.14
	315(e)	 	6.14
	316(a)(1)	 	6.12
	316(a)(2)	 	Omitted
	316(a) last sentence	 	8.04
	316(b)	 	6.08
	317(a)	 	6.03 and 6.04
	317(b)	 	4.03(a)
	318(a)	 	15.07


 


*This Cross-Reference Sheet is not part of the Indenture.


 




     


     


    

 


TABLE OF CONTENTS


 


PAGE


 


 


	ARTICLE 1
	 
	DEFINITIONS
	 	 
	SECTION 1.01. Definitions.	1
	 	 
	ARTICLE 2
	 	 
	ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
	 	 
	SECTION 2.01. Amount Unlimited; Issuable in Series.	6
	SECTION 2.02. Form of Trustee’s Certificate of Authentication.	6
	SECTION 2.03. Form of Securities Generally; Establishment of Terms of Series.	6
	SECTION 2.04. Securities in Global Form.	10
	SECTION 2.05. Denominations; Record Date; Payment of Interest.	10
	SECTION 2.06. Execution, Authentication, Delivery and Dating of Securities.	11
	SECTION 2.07. Exchange and Registration of Transfer of Securities.	14
	SECTION 2.08. Temporary Securities.	16
	SECTION 2.09. Mutilated, Destroyed, Lost or Stolen Securities.	17
	SECTION 2.10. Cancellation.	17
	SECTION 2.11. Book-Entry Only System.	18
	 	 
	ARTICLE 3
	 
	REDEMPTION OF SECURITIES
	 	 
	SECTION 3.01. Redemption of Securities; Applicability of Section.	18
	SECTION 3.02. Notice of Redemption; Selection of Securities.	19
	SECTION 3.03. Payment of Securities Called for Redemption.	20
	SECTION 3.04. Redemption Suspended During Event of Default.	21
	 	 
	ARTICLE 4
	 
	PARTICULAR COVENANTS OF THE COMPANY
	 	 
	SECTION 4.01. Payment of Principal, Premium and Interest.	21
	SECTION 4.02. Offices for Notices and Payments, etc.	21
	SECTION 4.03. Provisions as to Paying Agent.	22
	SECTION 4.04. Statement as to Compliance.	23
	SECTION 4.05. Corporate Existence.	23
	SECTION 4.06. Waiver of Covenants.	24
	SECTION 4.07. Notice of Default.	24


 




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	ARTICLE 5
	 
	SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	 	 
	SECTION 5.01. Securityholder Lists.	24
	SECTION 5.02. Preservation and Disclosure of Lists.	24
	SECTION 5.03. Reports by the Company.	26
	SECTION 5.04. Reports by the Trustee.	27
	 	 
	ARTICLE 6
	 
	REMEDIES
	 	 
	SECTION 6.01. Events of Default; Acceleration of Maturity.	28
	SECTION 6.02. Rescission and Annulment.	29
	SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee.	30
	SECTION 6.04. Trustee May File Proofs of Claim.	31
	SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities.	32
	SECTION 6.06. Application of Money Collected.	32
	SECTION 6.07. Limitation on Suits.	32
	SECTION 6.08. Unconditional Right of Securityholders to Receive Principal and Interest.	33
	SECTION 6.09. Restoration of Rights and Remedies.	33
	SECTION 6.10. Rights and Remedies Cumulative.	33
	SECTION 6.11. Delay or Omission Not Waiver.	34
	SECTION 6.12. Control by Securityholders.	34
	SECTION 6.13. Waiver of Past Defaults.	35
	SECTION 6.14. Undertaking for Costs.	35
	SECTION 6.15. Waiver of Stay or Extension Laws.	35
	 	 
	ARTICLE 7
	 
	CONCERNING THE TRUSTEE
	 	 
	SECTION 7.01. Duties and Responsibilities of Trustee.	36
	SECTION 7.02. Reliance on Documents, Opinions, etc	37
	SECTION 7.03. No Responsibility for Recitals, etc.	39
	SECTION 7.04. Ownership of Securities.	39
	SECTION 7.05. Moneys to be Held in Trust.	39
	SECTION 7.06. Compensation and Expenses of Trustee.	39
	SECTION 7.07. Officer’s Certificate as Evidence.	40
	SECTION 7.08. Disqualifications; Conflicting Interest of Trustee.	40
	SECTION 7.09. Eligibility of Trustee.	46
	SECTION 7.10. Resignation or Removal of Trustee.	46


 




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	SECTION 7.11. Acceptance by Successor Trustee.	47
	SECTION 7.12. Successor by Merger, etc.	48
	SECTION 7.13. Limitations on Rights of Trustee as Creditor.	49
	SECTION 7.14. Notice of Default.	52
	SECTION 7.15. Appointment of Authenticating Agent.	52
	 	 
	ARTICLE 8
	 
	CONCERNING THE SECURITYHOLDERS
	 	 
	SECTION 8.01. Action by Securityholders.	54
	SECTION 8.02. Proof of Execution by Securityholders.	55
	SECTION 8.03. Who Are Deemed Absolute Owners.	55
	SECTION 8.04. Company-Owned Securities Disregarded.	55
	SECTION 8.05. Revocation of Consents; Future Securityholders Bound.	56
	SECTION 8.06. Record Date.	56
	 	 
	ARTICLE 9
	 
	SECURITYHOLDERS’ MEETINGS
	 	 
	SECTION 9.01. Purposes of Meeting.	56
	SECTION 9.02. Call of Meetings by Trustee.	57
	SECTION 9.03. Call of Meetings by Company or Securityholders.	57
	SECTION 9.04. Qualifications for Voting.	57
	SECTION 9.05. Regulations.	58
	SECTION 9.06. Voting.	58
	 	 
	ARTICLE 10
	 
	SUPPLEMENTAL INDENTURES
	 	 
	SECTION 10.01. Supplemental Indentures without Consent of Securityholders.	59
	SECTION 10.02. Supplemental Indentures with Consent of Holders.	60
	SECTION 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures.	61
	SECTION 10.04. Notation on Securities.	61
	 	 
	ARTICLE 11
	 
	CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	 	 
	SECTION 11.01. Company May Consolidate, etc., on Certain Terms.	62


 




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	SECTION 11.02. Successor Corporation Substituted.	62
	SECTION 11.03. Opinion of Counsel and Officer’s Certificate to be Given Trustee.	63
	 	 
	ARTICLE 12
	 
	SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
	 	 
	SECTION 12.01. Discharge of Indenture.	63
	SECTION 12.02. Deposited Moneys to be Held in Trust by Trustee.	64
	SECTION 12.03. Paying Agent to Repay Moneys Held.	64
	SECTION 12.04. Return of Unclaimed Moneys.	64
	 	 
	ARTICLE 13
	 
	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 
	SECTION 13.01. Indenture and Securities Solely Corporate Obligations.	64
	 	 
	ARTICLE 14
	 
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 
	SECTION 14.01. Applicability of Article.	65
	SECTION 14.02. Defeasance and Discharge.	65
	SECTION 14.03. Covenant Defeasance.	65
	SECTION 14.04. Conditions to Defeasance or Covenant Defeasance.	66
	SECTION 14.05. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	68
	 	 
	ARTICLE 15
	 
	MISCELLANEOUS PROVISIONS
	 	 
	SECTION 15.01. Benefits of Indenture Restricted to Parties and Securityholders.	69
	SECTION 15.02. Provisions Binding on Company’s Successors.	69
	SECTION 15.03. Addresses for Notices, etc., to Company and Trustee.	69
	SECTION 15.04. Notice to Holders of Securities; Waiver.	69
	SECTION 15.05. Evidence of Compliance with Conditions Precedent.	70
	SECTION 15.06. Legal Holidays.	70
	SECTION 15.07. Trust Indenture Act to Control.	70
	SECTION 15.08. Execution in Counterparts.	71
	SECTION 15.09. Governing Law.	71
	SECTION 15.10. WAIVER OF JURY TRIAL.	71


 




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	SECTION 15.11. USA PATRIOT Act.	71
	SECTION 15.12. Separability Clause.	71


 




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THIS INDENTURE, dated as of May 23, 2017 between
The Chemours Company, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”),
and U.S. Bank National Association (the “Trustee”, which term shall include any successor trustee appointed
pursuant to Article 7 of this Indenture).


 


W I T N E S S E T H:


 


WHEREAS, the Company deems it necessary to issue
from time to time for its lawful purposes securities (hereinafter called the “Securities”) evidencing its unsecured
indebtedness and has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Securities
in one or more series, unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, and to
have such other terms as may from time to time be authorized in accordance with the terms of this Indenture; and


 


WHEREAS, all acts and things necessary to constitute
this Indenture a valid and binding agreement of the Company, in accordance with its terms have been done and performed by the Company;


 


NOW, THEREFORE:


 


For and in consideration of the premises and the
purchase of the Securities by the holders thereof, the Company and the Trustee mutually covenant and agree, for the benefit of
each other and for the equal and ratable benefit of the Holders of the Securities or of series thereof authenticated and delivered
under this Indenture, as follows:


 


ARTICLE
1



DEFINITIONS


 


SECTION 1.01. Definitions.


 


The terms defined in this Section (except as herein
otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any supplemental
indenture hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are
defined in the Trust Indenture Act or that are by reference therein defined in the Securities Act shall have the meanings (except
as herein otherwise expressly provided or unless the context otherwise requires) assigned to such terms in the Trust Indenture
Act or in the Securities Act, as applicable. All accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting principles, and the term “generally accepted accounting
principles” means such accounting principles as are generally accepted at the time of any computation. 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. The terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular.


 


“Authorized Newspaper” shall
mean a newspaper (which, in the case of the United States, will, if practicable, be the New York Times or The Wall Street Journal
(national


 




    	 	1	 



     


    

 


edition)) of general circulation, published in
an official language of the country of publication or in the English language and customarily published at least once a day for
at least five days in each calendar week. If it shall be impractical in the opinion of the Trustee to make any publication of any
notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with
the approval of the Trustee shall constitute a sufficient publication of such notice.


 


“Board of Directors” or “Board”
shall mean the Board of Directors of the Company or any duly authorized committee of such Board.


 


“Board Resolution” shall mean
a resolution 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 acting under authority of or appointment by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.


 


“Business Day” shall mean,
unless otherwise specified in the terms of such Securities pursuant to Section 2.03(b), any weekday that is not a legal holiday
in New York, New York, Wilmington, Delaware, Morristown, New Jersey and/or any other Place of Payment of the Securities, and is
not a date on which Federal or State banking institutions in such cities or such Place of Payment with respect to the Securities,
are authorized or obligated by law, executive order or regulation to be closed.


 


“Capital Stock” shall mean,
as to shares of a particular corporation, outstanding shares of stock of any class, whether now or hereafter authorized, irrespective
of whether such class shall be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate
in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of such corporation.


 


“Clearstream, Luxembourg” shall
mean Clearstream Banking, société anonyme, Luxembourg, or any successor thereof.


 


“Common Depositary” shall have
the meaning set forth in Section 2.11 hereof.


 


“Commission” shall mean the
Securities and Exchange Commission or any successor entity.


 


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


 


“Company Request,” “Company
Order” and “Company Consent” mean, respectively, a written request, order or consent signed in the
name of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President,
any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary and delivered to the Trustee.


 




    	 	2	 



     


    

 


“Credit Agreement” shall mean
the Credit Agreement dated as of May 12, 2015, as amended by Amendment No. 1 to the Credit Agreement dated as of September 25,
2015, Amendment No. 2 to the Credit Agreement dated as of February 19, 2016, Amendment No. 3 to the Credit Agreement dated as of
December 19, 2016, and Amendment No. 4 to the Credit Agreement dated as of April 3, 2017, each among the Company, as borrower,
the lenders named therein and JPMorgan Chase Bank, National Association, as administrative agent.


 


“Default” or “default”
shall have the meaning specified in Article 6.


 


“Dollar” or “$”
shall mean a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts.


 


“Euroclear” shall mean Euroclear
Bank S.A./N.V., as operator of the Euroclear system, or any successor thereto.


 


“Event of Default” shall have
the meaning specified in Article 6.


 


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


 


“holder,” “holder
of Securities,” “securityholder” or other similar term shall mean the person in whose name such Security
is registered in the Security Register kept by the Company for that purpose, in accordance with the terms hereof.


 


“Indenture” shall mean this
instrument as originally executed and delivered 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 without limitation, the forms and terms
of particular series of Securities established as contemplated by Article 2.


 


“Non-United States Person”
shall mean any person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership to the extent that one or more of its members
is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust.


 


“Officer’s Certificate”
shall mean a certificate signed on behalf of the Company by an Officer of the Company and delivered to the Trustee.


 


“Opinion of Counsel” shall
mean an opinion in writing signed by legal counsel, who may be internal counsel to the Company and who shall be satisfactory to
the Trustee, or who may be other counsel satisfactory to the Trustee.


 


“Original Issue Discount Securities”
shall mean any Securities which are initially sold at a discount from the principal amount thereof and which provide upon an Event
of Default for declaration of an amount less than the principal amount thereof to be due and payable upon acceleration thereof.


 




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“Outstanding” or “outstanding,”
when used with reference to Securities, shall, subject to the provisions of Section 7.08, Section 8.01 and Section 8.04,
mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except:


 


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


 


(b)          Securities,
or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with
the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated and held in trust by
the Company (if the Company shall act as its own paying agent) for the holders of such Securities; provided, that if such Securities,
or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided
in Article 3, or provision satisfactory to the Trustee shall have been made for giving such notice;


 


(c)          Securities
that have been defeased pursuant to Section 14.02 hereof; and


 


(d)          Securities
that have been paid pursuant to Section 2.09, or Securities in exchange for, in lieu of and in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07, unless proof satisfactory to
the Trustee is presented that any such Securities are held by bona fide holders in due course.


 


“Periodic Offering” shall mean
an offering of Securities of a series, from time to time, the specific terms of which (including, without limitation, the rate
or rates of interest or formula for determining the rate or rates of interest thereon, if any, the maturity date or dates thereof
and the redemption provisions, if any, with respect thereto) are to be determined by the Company upon the issuance of such Securities.


 


“Person” or “person”
shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.


 


“Place of Payment,” when used
with respect to the Securities of any series, means the place or places where, subject to the provisions of Section 4.02,
the principal of (and premium, if any, on) and any interest on the Securities of that series are payable as specified as contemplated
by Section 2.03(b).


 


“Principal Subsidiary” shall
mean any Subsidiary the total assets of which as set forth in the most recent statement of financial condition of such Subsidiary
equal more than 10% of the total consolidated assets of the Company and its subsidiaries as determined from the most recent consolidated
statement of financial condition of the Company and its subsidiaries.


 


“record date” as used with
respect to any interest payment date shall have the meaning specified in Section 2.05.


 




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“Registered Security” shall
mean any Security established pursuant to Section 2.01 and Section 2.03(b) which is registered on the Security Register
of the Company.


 


“Responsible Officer,” when
used with respect to the Trustee, shall mean any officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee), including any Vice President, Assistant Vice President, Assistant Secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above designated officers and also shall mean, with respect
to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge
of and familiarity with the particular subject and, in each case, having direct responsibility for the administration of the Indenture


 


“Securities” shall have the
meaning set forth in the preamble of this Indenture.


 


“Securities Act” shall mean
the Securities Act of 1933, as amended.


 


“Security Register” and “Security
Registrar” shall have the respective meanings set forth in Section 2.07(a) hereof.


 


“Subsidiary” shall mean any
subsidiary of the Company which is an entity organized and doing business under any State or Federal law.


 


“Trust Indenture Act” shall
mean the Trust Indenture Act of 1939, as amended, as in force at the date of this Indenture as originally executed, except as otherwise
provided in this Indenture.


 


“Trustee” shall mean the person
identified as “Trustee” in the first paragraph of this Indenture until the acceptance of appointment of a successor
trustee pursuant to the provisions of Article 7, and thereafter shall mean such successor trustee.


 


“USA PATRIOT Act” shall mean
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001.


 


“U.S. 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 permanent global
Securities, the person designated as U.S. Depositary by the Company pursuant to Section 2.03(b), which must be a clearing
agency registered under the Exchange Act, until a successor U.S. Depositary shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “U.S. Depositary” shall mean or include each person who is then a U.S. Depositary
hereunder, and if at any time there is more than one such person, “U.S. Depositary” as used with respect to the Securities
of any series shall mean the U.S. Depositary with respect to the Securities of such series.


 


“Wholly-Owned Subsidiary” of
a Person means (a) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly
or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (b) any partnership, limited liability company, association, joint venture or similar business
organization 100% of the


 




    	 	5	 



     


    

 


ownership interests having ordinary voting power
of which shall at the time be so owned or controlled.


 


ARTICLE
2



ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES


 


SECTION 2.01. Amount Unlimited;
Issuable in Series.


 


Upon the execution of this Indenture, or from
time to time thereafter, Securities up to the aggregate principal amount and containing terms and conditions from time to time
authorized by or pursuant to a Board Resolution, or in a supplemental indenture hereto, as set forth in Section 2.03, may
be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make
available for delivery said Securities to or upon Company Order, without any further action by the Company but subject to the provisions
of Section 2.03, or in a supplemental indenture hereto, as set forth in Section 2.03.


 


The Securities may be issued in one or more series.
The aggregate principal amount of Securities of all series that may be authenticated and delivered and outstanding under this Indenture
is not limited. The Securities of a particular series may be issued up to the aggregate principal amount of Securities for such
series from time to time authorized by or pursuant to a Board Resolution.


 


SECTION 2.02. Form of Trustee’s
Certificate of Authentication.


 


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


 


[Form of Trustee’s Certificate of Authentication]


 


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


 





	Dated:  	 	 	 	 
	 	 	 	 	 
	 	 	 	U.S. Bank National Association, as Trustee
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Authorized Signatory




 


SECTION 2.03. Form of Securities
Generally; Establishment of Terms of Series.


 


(a)          The
Registered Securities of each series, the temporary global Securities of each series, if any, and the permanent global Securities
of each series, if any, shall be in the forms established from time to time in or pursuant to one or more Board Resolutions (and,
to the extent established pursuant to rather than set forth in one or more Board Resolutions, in an


 




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Officer’s Certificate (to which shall be
attached true and correct copies of the relevant Board Resolution(s)) detailing such establishment) or established in a supplemental
indenture hereto.


 


The Securities may be issued in typewritten, printed
or engraved form with such letters, numbers or other marks of identification or designation (including “CUSIP” numbers,
if then generally in use) and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed,
or to conform to usage.


 


(b)          At
or prior to the initial issuance of Securities of any series, the particular terms of Securities of such series shall be established
in or pursuant to one or more Board Resolutions (and to the extent established pursuant to rather than set forth in one or more
Board Resolutions, in an Officer’s Certificate (to which shall be attached true and correct copies of the relevant Board
Resolutions(s)) detailing such establishment) or established in a supplemental indenture hereto, including the following:


 


(1)         the
designation of the particular series (which shall distinguish such series from all other series);


 


(2)         the
aggregate principal amount of such series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to this Indenture and except for any Securities which, pursuant to Section 2.06, are deemed never to have been authenticated
and delivered hereunder);


 


(3)         whether
Securities of the series are to be issuable as Registered Securities, Securities in bearer form (with or without coupons) or both,
whether any Securities of the series are to be issuable initially in temporary global form with or without coupons and, if so,
the name of the Common Depositary with respect to any such temporary global Security, and whether any Securities of the series
are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.06
and the name of the Common Depositary or the U.S. Depositary with respect to any such permanent global Security;


 


(4)         the
date as of which any temporary Security in global form representing Outstanding Securities of such series shall be dated, if other
than the date of original issuance of the first Securities of the series to be issued;


 


(5)         the
person to whom any interest on any Registered Security of the series shall be payable, if other than the person in whose name that
Security (or


 




    	 	7	 



     


    

 


one or more predecessor Securities) is
registered at the close of business on the regular record date for such interest, the extent to which, or the manner in which,
any interest payable on a temporary global Security on an interest payment date will be paid if other than in the manner provided
in Section 2.08 and the extent to which, or the manner in which, any interest payable on a permanent global Security on an
interest payment date will be paid;


 


(6)         the
date or dates on which the principal of the Securities of such series is payable;


 


(7)         the
rate or rates, and if applicable the method used to determine the rate, at which the Securities of such series shall bear interest,
if any, the date or dates from which such interest shall accrue, the date or dates on which such interest shall be payable and
the record date or dates for the interest payable on any Registered Securities on any interest payment date;


 


(8)         the
place or places at which, subject to the provisions of Section 4.02, the principal of (and premium, if any, on) and any interest
on Securities of such series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer,
Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities
of the series and this Indenture may be served;


 


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


 


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


 


(11)       if
other than the principal amount thereof, the portion of the principal amount of Securities of such series which shall be payable
upon declaration of acceleration of the maturity thereof;


 


(12)       the
currency, currencies or currency units in which payment of the principal of (and premium, if any, on) and any interest on any Securities
of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent
thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;


 


(13)       if
the principal of (and premium, if any, on) or any interest on the Securities of the series are to be payable, at the election of
the Company or a holder thereof, in one or more currencies or currency units, other than that or


 




    	 	8	 



     


    

 


those in which the Securities are stated
to be payable, the currency or currencies in which payment of the principal of (and premium, if any, on) and any interest on Securities
of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon
which such election is to be made;


 


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


 


(15)       whether
the Securities will be issued in book-entry only form;


 


(16)       any
interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such series;


 


(17)       if
either or both of Sections 14.02 and 14.03 do not apply to the Securities of the series;


 


(18)       whether
and under what circumstances the Company will pay Additional Amounts in respect of any series of Securities and whether the Company
has the option to redeem such Securities rather than pay such Additional Amounts;


 


(19)       any
provisions relating to the extension of maturity of, or the renewal of, Securities of such series, or the conversion of Securities
of such series into other securities of the Company;


 


(20)       any
provisions relating to the purchase or redemption of all or any portion of a tranche or series of Securities, including the period
of notice required to redeem those Securities; and


 


(21)       any
other terms of the Securities or provisions relating to the payment of principal, premium (if any) or interest thereon, including,
but not limited to, whether such Securities are issuable at a discount or premium, as amortizable Securities, and if payable in,
convertible or exchangeable for commodities or for the securities of the Company or any third party.


 


All Securities of any one series need not be issued
at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant
to the Board Resolution or Officer’s Certificate referred to above or as set forth in a supplemental indenture hereto, and,
unless otherwise provided, the authorized principal amount of any series may be increased to provide for issuances of additional
Securities of such series. If so provided by or pursuant to the Board Resolution or Officer’s Certificate or supplemental
indenture referred to above, the terms of such Securities to be issued from time to time may be determined as set forth in such
Board Resolution, Officer’s Certificate or supplemental indenture, as the case may be. All Securities of any one series shall
be substantially identical except as to denomination, date of issuance, issue price, interest rate, amount of interest payable
on the first interest payment date, maturity and other similar terms and except as may be


 




    	 	9	 



     


    

 


provided otherwise by or pursuant to such Board
Resolution, Officer’s Certificate or supplemental indenture.


 


SECTION 2.04. Securities in Global
Form.


 


If Securities of a series are issuable in global
form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions
of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall
be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Securities
Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may
from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of
such series as contemplated herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the
amount, of Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and
upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order
to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06
and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the person or persons specified in such Security in global form or in
the applicable Company Order. If a Company Order pursuant to Section 2.06 or 2.08 has been, or simultaneously is, delivered,
any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel.


 


The provisions of the last sentence of Section 2.06
shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company
and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions
(which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence
of Section 2.06.


 


Notwithstanding the provisions of Section 2.05,
unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any
Security in permanent global form shall be made to the persons or persons specified therein.


 


SECTION 2.05. Denominations; Record
Date; Payment of Interest.


 


(a)          Unless
otherwise provided as contemplated by Section 2.03(b) with respect to any series of Securities, any Registered Securities
of a series shall be issuable without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess
thereof.


 


(b)          The
term “record date” as used with respect to an interest payment date for any series of a Registered Security shall mean
such day or days as shall be specified as


 




    	 	10	 



     


    

 


contemplated by Section 2.03(b); provided,
however, that in the absence of any such provisions with respect to any series, such term shall mean (1) the last day of the
calendar month next preceding such interest payment date if such interest payment date is the 15th day of a calendar month; or
(2) the 15th day of a calendar month next preceding such interest payment date if such interest payment date is the first
day of the calendar month.


 


Unless otherwise provided as contemplated by Section 2.03(b)
with respect to any series of Securities, the person in whose name any Registered Security is registered at the close of business
on the record date with respect to an interest payment date shall be entitled to receive the interest payable on such interest
payment date notwithstanding the cancellation of such Security upon any registration of transfer or exchange thereof subsequent
to such record date and prior to such interest payment date; provided, however, that if and to the extent the Company shall default
in the payment of the interest due on such interest payment date, such defaulted interest shall be paid to the persons in whose
names the Securities are registered on a subsequent record date established by notice given to the extent and in the manner set
forth in Section 15.04 by or on behalf of the Company to the holders of Securities of the series in default not less than
15 days preceding such subsequent record date, such record date to be not less than five days preceding the date of payment of
such defaulted interest, or in any other lawful manner acceptable to the Trustee.


 


(c)          Unless
otherwise specified by Board Resolution or Company Order for a particular series of Securities, the principal of, redemption premium,
if any, on and interest, if any, on the Securities of any series shall be payable at the office or agency of the Company maintained
pursuant to Section 4.02 in a Place of Payment for such series; provided, however, that, at the option of the Company, payment
of interest with respect to a Registered Security may be paid by check mailed to the holders of the Registered Securities entitled
thereto at their last addresses as they appear on the Security Register.


 


SECTION 2.06. Execution, Authentication,
Delivery and Dating of Securities.


 


The Securities shall be signed on behalf of the
Company by its Chairman of the Board, its President, one of its Vice Presidents or its Treasurer under its corporate seal and attested
by its Secretary or one of its Assistant Secretaries. Such signatures may be the manual or facsimile signatures of such then current
officers.


 


The seal of the Company may be in the form of
a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Any Security may be signed
on behalf of the Company by such persons as, at the actual date of the execution of such Security, shall be the proper officers
of the Company, although at the date of the execution of this Indenture any such person was not such officer. Securities bearing
the manual or facsimile signatures of individuals who were, at the actual date of the execution of such Security, the proper officers
of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Securities, or did not hold such offices at the date of such Securities.


 


Upon the execution and delivery of this Indenture,
the Company shall deliver to the Trustee an Officer’s Certificate as to the incumbency and specimen signatures of officers


 




    	 	11	 



     


    

 


authorized to execute and deliver the Securities
and give instructions under this Section and, as long as Securities are Outstanding under this Indenture, shall deliver a similar
Officer’s Certificate each year on the anniversary of the date of the first such Officer’s Certificate. The Trustee
may conclusively rely on the documents delivered pursuant to this Section (unless revoked by superseding comparable documents)
and Section 2.03 hereof as to the authorization of the Board of Directors of any Securities delivered hereunder, and the form
and terms thereof, and as to the authority of the instructing officers referred to in this Section so to act.


 


The Trustee shall at any time, and from time to
time, authenticate Securities for original issue in an unlimited aggregate principal amount upon receipt by the Trustee of a Company
Order; provided, however, that with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order
may be delivered to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the
Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal
amount not exceeding the aggregate principal amount, if any, established for such series, pursuant to a Company Order or pursuant
to such procedures acceptable to the Trustee as may be specified from time to time by a Company Order, (c) the maturity date
or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined
by Company Order or pursuant to such procedures, and (d) if provided for in such procedures, such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents,
which oral instructions shall be promptly confirmed in writing.


 


Prior to the issuance of a Security of any new
series, and the authentication thereof by the Trustee, the Trustee shall have received and (subject to Section 7.02) shall
be fully protected in conclusively relying on:


 


(i)          The
Board Resolution or Officer’s Certificate or supplemental indenture hereto establishing the terms and the form of the Securities
of that series pursuant to Sections 2.01 and 2.03;


 


(ii)         An
Officer’s Certificate and Opinion of Counsel stating that:


 


(A)         the
form of such Securities has been duly authorized by the Company and has been established in conformity with the provisions of this
Indenture and the related Board Resolution or Officer’s Certificate or supplemental indenture hereto;


 


(B)         the
terms of such Securities have been duly authorized by the Company and have been established in conformity with the provisions of
this Indenture and the related Board Resolution or Officer’s Certificate or supplemental indenture hereto;


 


(C)         such
Securities, when authenticated and delivered by the Trustee in the manner and subject to any conditions specified in such Opinion
of Counsel, will have been duly issued


 




    	 	12	 



     


    

 


under this Indenture and the related Board
Resolution or Officer’s Certificate or supplemental indenture hereto, and will constitute valid and legally binding obligations
of the Company, entitled to the benefits provided by this Indenture and the related Board Resolution or Officer’s Certificate
or supplemental indenture hereto, and enforceable in accordance with their terms, subject, as to enforcement, to laws relating
to or affecting generally the enforcement of creditors rights, including, without limitation, bankruptcy and insolvency laws and
to general principles of equity;


 


(D)         all
laws and requirements in respect of the execution and delivery by the Company, and authentication and delivery by the Trustee,
of such Securities have been complied with, including without limitation satisfaction and compliance with all conditions precedent
under the Indenture and related Board Resolution or Officer’s Certificate or supplemental indenture hereto; and


 


(E)         the
Officer’s Certificate shall also state that no Event of Default with respect to any of the Securities shall have occurred
and be continuing or would be caused by such additional issuance.


 


If the authentication and delivery relates to
a new series of Securities created by a supplemental indenture hereto, such Officer’s Certificate and Opinion of Counsel
shall also state that all conditions precedent to the execution of the supplemental indenture with respect to that series of Securities
have been complied with, the Company has the power to execute and deliver such supplemental indenture and has taken all necessary
action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid
and binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.


 


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


 


With respect to Securities of a series offered
in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the
form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to this Section in connection with the first authentication of Securities of such series unless and
until such Opinion of Counsel or other documents have been superseded or revoked. In connection with the authentication and delivery
of Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s instructions
to authenticate and deliver such Securities do not violate


 




    	 	13	 



     


    

 


any rules, regulations or orders of any governmental
agency or commission having jurisdiction over the Company.


 


Each Registered Security shall be dated the date
of its authentication except as otherwise provided by Board Resolution or Officer’s Certificate or supplemental indenture
hereto.


 


The aggregate principal amount of Securities of
any series outstanding at any time may not exceed any limit upon the maximum principal amount for such series set forth in or pursuant
to the Board Resolution or Officer’s Certificate or supplemental indenture hereto delivered pursuant to Section 2.03,
except as provided in Section 2.08.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security, a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.09 together with a written
statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


SECTION 2.07. Exchange and Registration
of Transfer of Securities.


 


(a)          The
Company shall keep, at an office or agency to be designated and maintained by the Company in accordance with Section 4.02
(as such, a “Security Registrar”), registry books (the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall register Registered Securities and shall register the transfer of Registered
Securities of each such series as provided in this Article 2. Such Security Register shall be in written form or in any other form
capable of being converted into written form within a reasonable time. At all reasonable times such Security Register shall be
open for inspection by the Trustee. Upon due presentment for registration of transfer of any Registered Security of a particular
series at such office or agency maintained pursuant to Section 4.02 for such purpose in a Place of Payment, the Company shall
execute and register and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees
a new Registered Security or Registered Securities of such series of any authorized denominations and for an equal aggregate principal
amount and tenor.


 


(b)          At
the option of the holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series
of any authorized denominations and of an equal aggregate principal amount and tenor. Registered Securities to be exchanged shall
be surrendered at any such office or agency maintained pursuant to Section 4.02 for such purpose in a Place of Payment, and
the Company shall execute and register and the Trustee shall authenticate and make available for delivery in exchange therefor
the Security or Securities that the securityholder making the exchange shall be entitled to receive.


 




    	 	14	 



     


    

 


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


 


All Registered Securities presented for registration
of transfer or for exchange, redemption or payment, as the case may be, shall (if so required by the Company or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Security Registrar duly executed by, the holder thereof or his attorney duly authorized in writing.


 


No service charge shall be made for any exchange
or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith, other than exchanges pursuant to the terms of this Indenture not involving
any transfer.


 


The Company shall not be required (1) to
issue, to exchange or register the transfer of Securities of any series to be redeemed for a period of 15 days next preceding any
selection of such Securities to be redeemed, or (2) to exchange or register the transfer of any Registered Security so selected,
called or being called for redemption, except in the case of any such series to be redeemed in part the portion thereof not to
be so redeemed.


 


(d)          Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 2.03(b), any permanent global Security shall be exchangeable
pursuant to this Section only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security
are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 2.03(b), then without unnecessary delay but in any event not
later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee or the Security
Registrar definitive Securities of that series in aggregate principal amount equal to the principal amount of such permanent global
Security executed by the Company. On or after the earliest date on which such interests may be so exchanged, in accordance with
instructions given by the Company to the Trustee or the Security Registrar and the Common Depositary or the U.S. Depositary, as
the case may be (which instructions shall be in writing), such permanent global Security shall be surrendered from time to time
by the Common Depositary or the U.S. Depositary, as the case may be, or such other depositary or Common Depositary or U.S. Depositary,
as the case may be, as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent
for such purpose, or to the Security Registrar, to be exchanged, in whole or in part, for definitive Securities of the same series
without charge and the Trustee shall authenticate and make available for delivery in accordance with such instructions, in exchange
for each portion of such permanent global Security, a like aggregate principal amount of definitive Securities of the same series
of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which shall be in
the form of Registered Securities; provided, however, that no such exchanges may occur for a period of 15 days next preceding any
selection of Securities of that series and of like tenor for redemption. Promptly following any such exchange in part, such permanent
global Security should be returned by the Trustee or the Security Registrar to the


 




    	 	15	 



     


    

 


Common Depositary or the U.S. Depositary, as the
case may be, or such other depositary or Common Depositary or U.S. Depositary referred to above in accordance with the instructions
of the Company referred to above. If a Registered Security is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs on (i) any record date and before the opening
of business at such office or agency on the relevant interest payment date, or (ii) any special record date and before the
opening of business at such office or agency on the related proposed date for payment of defaulted interest as provided in Section 2.05,
interest or defaulted interest, as the case may be, will not be payable on such interest payment date or proposed date for payment,
as the case may be, in respect of such Registered Security, but will be payable on such interest payment date or proposed date
for payment, as the case may be, only to the person to whom interest in respect of such portion of such permanent global Security
is payable in accordance with the provisions of this Indenture.


 


(d)          In
connection with any proposed transfer outside the Book Entry Only system, the Company or the Common Depositary or U.S. Depositary
shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with
any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue
Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the
accuracy of such information.


 


SECTION 2.08. Temporary Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may execute and the Trustee shall, upon Company Order, authenticate and make available for delivery,
temporary Securities of such series (typewritten, printed, lithographed or otherwise produced). Such temporary Securities, in any
authorized denominations, shall be substantially in the form of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized, in bearer form with one or more or without coupons, in the form approved from time to time by
or pursuant to a Board Resolution but with such omissions, insertions, substitutions and other variations as may be appropriate
for temporary Securities, all as may be determined by the Company, but not inconsistent with the terms of this Indenture or any
provision of applicable law.


 


Except in the case of temporary Securities in
global form (which shall be exchanged as hereinafter provided), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities
of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender
of the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 4.02 in a
Place of Payment for such series for the purpose of exchanges of Securities of 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 make available for delivery in exchange therefor a like aggregate principal amount of definitive Securities of
the same series and of like tenor of authorized denominations. Until so exchanged, the temporary Securities of any series shall
in all respects be entitled to the same


 




    	 	16	 



     


    

 


benefits under this Indenture as definitive Securities
of the same series and of like tenor authenticated and delivered hereunder.


 


Every temporary Security shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect,
as the definitive Securities.


 


SECTION 2.09. Mutilated, Destroyed,
Lost or Stolen Securities.


 


If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.10. Cancellation.


 


All Securities surrendered for payment, redemption,
exchange or registration of transfer or for credit against any sinking fund payment, as the case may be, shall, if surrendered
to the Company or any agent of the Company or of the Trustee, be delivered to the Trustee. All


 




    	 	17	 



     


    

 


Registered Securities so delivered shall be promptly
cancelled by the Trustee. The Company may deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other person
for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section except as expressly provided by this Indenture. Any
cancelled Securities held by the Trustee may be held or disposed of by the Trustee in accordance with its standard retention or
disposal policy as in effect at the time.


 


SECTION 2.11. Book-Entry Only System.


 


If specified by the Company pursuant to Section 2.03(b)
with respect to Securities represented by a Security in global form, a series of Securities may be issued initially in book-entry
only form and, if issued in such form, shall be represented by one or more Securities in global form registered in the name of
the U.S. Depositary, or a common depositary for the benefit of Euroclear and Clearstream, for credit to the respective accounts
of the beneficial owners of such Securities (the “Common Depositary”), or other depositary designated with respect
thereto. So long as such system of registration is in effect, (a) Securities of such series so issued in book-entry only form
will not be issuable in the form of or exchangeable for Securities in certificated or definitive registered form, (b) the
records of the U.S. Depositary or Common Depositary or such other depositary will be determinative for all purposes and (c) neither
the Company, the Trustee nor any paying agent, Security Registrar or transfer agent for such Securities will have any responsibility
or liability for (i) any aspect of the records relating to or payments made on account of owners of beneficial interests in
the Securities of such series, (ii) maintaining, supervising or reviewing any records relating to such beneficial interests,
(iii) receipt of notices, voting and requesting or directing the Trustee to take, or not to take, or consenting to, certain
actions hereunder, or (iv) the records and procedures of the U.S. Depositary or Common Depositary, or such other depositary,
as the case may be.


 


ARTICLE
3



REDEMPTION OF SECURITIES


 


SECTION 3.01. Redemption of Securities;
Applicability of Section.


 


Redemption of Securities of any series as permitted
or required by the terms thereof shall be made in accordance with the terms of such Securities as specified pursuant to Section 2.03(b)
hereof and this Article; provided, however, that if any provision of any series of Securities shall conflict with any provision
of this Article, the provision of such series of Securities shall govern.


 




    	 	18	 



     


    

 


SECTION 3.02. Notice of Redemption;
Selection of Securities.


 


In case the Company shall desire to exercise the
right to redeem all or, as the case may be, any part of a series of Securities pursuant to Section 3.01, it shall fix a date
for redemption. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company,
or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Company or the Trustee, as
the case may be, shall give notice of such redemption, in the manner and to the extent set forth in Section 15.04, on that date
prior to the date fixed for a redemption to the holders of such Securities so to be redeemed, as a whole or in part, (a) as set
forth in Board Resolutions, Officer’s Certificate or supplemental indenture, as described in Section 2.03(b), or (b) as determined
by the Chief Executive Officer, the Chief Financial Officer, any Senior or other Vice President or the Treasurer of the Company
(each, an “Authorized Officer”) and evidenced by the preparation of an offering document or an Officer’s Certificate
specifying the period of notice of such redemption. If the Board Resolutions, Officer’s Certificate, supplemental indenture
or an Authorized Officer do not specify a period of notice of such redemption, the Company or the Trustee, as the case may be,
shall give notice of such redemption, in the manner and to the extent set forth in Section 15.04, at least 10 Business Days and
not more than 60 calendar days prior to the date fixed for a redemption to the holders of such Securities so to be redeemed as
a whole or in part. Notice given in such manner shall be conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice or any defect in the notice to the holder of any such Security designated
for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other such Security.
If the Company requests the Trustee to give any notice of redemption, it shall make such request in the form of an Officer’s
Certificate at least ten days prior to the designated date for delivering such notice, unless a shorter period is satisfactory
to the Trustee.


 


Each such notice of redemption shall specify the
date fixed for redemption, the redemption price at which such Securities are to be redeemed, the CUSIP numbers of such Securities,
the Place of Payment where such Securities maturing after the date of redemption, are to be surrendered for payment of the redemption
prices, that payment will be made upon presentation and surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that on and after said date interest thereon or on the portions thereof to
be redeemed will cease to accrue, and that no representation is made as to the correctness or accuracy of the CUSIP number, ISIN
or Common Code number, if any, listed in such notice or printed on the Securities. If less than all of a series is to be redeemed,
the notice of redemption shall specify the numbers of the Securities to be redeemed. In case any Security is to be redeemed in
part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that,
upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion
thereof will be issued.


 


On or before the redemption date specified in
the notice of redemption given as provided in this Section, the Company will deposit in trust with the Trustee or with one or more
paying agents an amount of money sufficient to redeem on the redemption date all the Securities or portions of Securities so called
for redemption at the appropriate redemption price, together with accrued interest, if any, to the date fixed for redemption. If
less than all of a series of


 




    	 	19	 



     


    

 


Securities is to be redeemed, the Company will
give the Trustee adequate written notice at least 45 days in advance (unless a shorter notice shall be satisfactory to the Trustee)
as to the aggregate principal amount of Securities to be redeemed.


 


If less than all the Securities of a series are
to be redeemed, the Trustee shall select, pro rata or by lot in accordance with its customary procedures or applicable procedures
of the U.S. Depositary or the Common Depositary, as applicable, not more than 60 days prior to the date of redemption, the numbers
of such Securities Outstanding not previously called for redemption, to be redeemed in whole or in part. The portion of principal
of Securities so selected for partial redemption shall be equal to the minimum authorized denomination for Securities of that series
or any integral multiple thereof. The Trustee shall promptly notify the Company of the Securities to be redeemed. If, however,
less than all the Securities of a series having differing issue dates, interest rates and stated maturities are to be redeemed,
the Company in its sole discretion shall select the particular Securities of such series to be redeemed and shall notify the Trustee
in writing at least 45 days prior to the relevant redemption date.


 


SECTION 3.03. Payment of Securities
Called for Redemption.


 


If notice of redemption has been given as above
provided, the Securities or portions of Securities with respect to which such notice has been given shall become due and payable
on the date and at the place stated in such notice at the applicable redemption price, together with any interest accrued to the
date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on such Securities or portions of Securities so called
for redemption shall cease to accrue. On presentation and surrender of such Securities subject to redemption at the Place of Payment
and in the manner specified in such notice, and maturing after the date specified in such notice for redemption, such Securities
or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest
accrued thereon to the date fixed for redemption; provided, however, that unless otherwise specified as contemplated by Section 2.03(b),
installments of interest on Registered Securities whose stated maturity date is on or prior to the date of redemption shall be
payable to the holders of such Registered Securities, or one or more predecessor Securities, registered as such at the close of
business on the relevant record dates according to their terms and the provisions of Section 2.05.


 


At the option of the Company, payment with respect
to Registered Securities may be made by check to the holders of such Securities or other persons entitled thereto against presentation
and surrender of such Securities.


 


Any Security that is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or such
holder’s attorney duly authorized in writing), and upon such presentation, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the holder thereof, at the expense of the Company, a new Security or Securities
of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the principal
of the Security so presented. If a temporary global Security


 




    	 	20	 



     


    

 


or permanent global Security is so surrendered,
such new Security so issued shall be a new temporary global Security or permanent global Security, respectively.


 


SECTION 3.04. Redemption Suspended
During Event of Default.


 


The Trustee shall not redeem any Securities (unless
all Securities then outstanding are to be redeemed) or commence the giving of any notice or redemption of Securities during the
continuance of any Event of Default of which a Responsible Officer of the Trustee has actual knowledge or notice, except that where
the giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem such Securities,
provided funds are deposited with it for such purpose. Except as aforesaid, any moneys theretofore or thereafter received by the
Trustee shall, during the continuance of such Event of Default, be held in trust for the benefit of the securityholders and applied
in the manner set forth in Section 6.06; provided, however, that in case such Event of Default shall have been waived as provided
herein or otherwise cured, such moneys shall thereafter be held and applied in accordance with the provisions of this Article.


 


ARTICLE
4



PARTICULAR COVENANTS OF THE COMPANY


 


SECTION 4.01. Payment of Principal,
Premium and Interest.


 


The Company will duly and punctually pay or cause
to be paid the principal of (and premium, if any, on) and any interest on each of the Securities of a series at the place, at the
respective times and in the manner provided in the terms of the Securities and this Indenture.


 


SECTION 4.02. Offices for Notices
and Payments, etc.


 


The Company will maintain in each Place of Payment
for such series an office or agency where Securities of that series may be presented or surrendered for payment, where Securities
of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served.


 


The Company will give to the Trustee notice of
the location of each such office or agency and of any change in the location thereof. In case the Company shall fail to maintain
any such office or agency as required, or shall fail to give such notice of the location or of any change in the location thereof,
presentations and surrenders of Securities of that series may be made and notices and demands may be served at the principal corporate
trust office of the Trustee.


 


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


 




    	 	21	 



     


    

 


the holders of any such designation or rescission
and of any change in the location of any such other office or agency.


 


The Company hereby initially designates the principal
corporate trust office of U.S. Bank National Association as the office of the Company in Morristown, New Jersey, where Registered
Securities may be presented for payment, for registration of transfer and for exchange as in this Indenture provided and where
notices and demands to or upon the Company in respect of the Securities or of this Indenture may be served.


 


SECTION 4.03. Provisions as to
Paying Agent.


 


(a)          Whenever
the Company shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such
paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee and notify the
securityholders of the applicable series of such appointment, subject to the provisions of this Section:


 


(1)         that
it will hold sums held by it as such agent for the payment of the principal of (and premium, if any, on) or any interest on the
Securities of such series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such
series) in trust for the benefit of the persons entitled thereto until such sums shall be paid to such persons or otherwise disposed
of as herein provided and will notify the Trustee of the receipt of sums to be so held;


 


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


 


(3)         that
at any time when any such failure has occurred and is continuing, it will, upon the written request of the Trustee, forthwith pay
to the Trustee all sums so held in trust by such paying agent; and


 


(4)         
comply with all requirements of the Internal Revenue Code of 1986, as amended from time to time with respect to the withholding
from any payments made by it on any Securities of any applicable withholding taxes imposed thereon and with respect to any applicable
reporting requirements in connection therewith.


 


(b)          If
the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or
any interest on the Securities of any series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto
a sum sufficient to pay such principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such
persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure to take such action.


 




    	 	22	 



     


    

 


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


 


(d)          Anything
in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture with respect to one or more or all series of Securities hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained, and upon such payment by any paying agent to the
Trustee, such paying agent shall be released from all further liability with respect to such money. The Trustee shall have no liability
for the actions or omissions of any other paying agent.


 


(e)          Anything
in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to
the provisions of Sections 12.03 and 12.04.


 


SECTION 4.04. Statement as to Compliance.


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company, commencing with the fiscal year ending in the year during which the
first series of Securities is issued hereunder (but in no event more than one year from the issuance of the first series hereunder),
a written statement signed by the Treasurer, principal financial officer or principal accounting officer of the Company, stating,
as to such signer thereof, that:


 


(a)          a
review of the activities of the Company during such year and of performance under this Indenture has been made under his or her
supervision; and


 


(b)          to
the best of his or her knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture throughout
such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him
or her and the nature and status thereof.


 


SECTION 4.05. Corporate Existence.


 


Subject to the provisions of Article 11, the Company
will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises and the corporate existence and rights (charter and statutory) and franchises of its subsidiaries;
provided, however, that the Company shall not be required to, or to cause any subsidiary to, preserve any right or franchise or
to keep in full force and effect the corporate existence of any subsidiary if the Company shall determine that the


 




    	 	23	 



     


    

 


keeping in existence or preservation thereof is
no longer desirable in or consistent with the conduct of the business of the Company.


 


SECTION 4.06. Waiver of Covenants.


 


The Company may omit in any particular instance
to comply with any covenant or condition set forth herein if before or after the time for such compliance the holders of a majority
in principal amount of the Securities of all series affected thereby then Outstanding shall either waive such compliance in such
instance or generally waive 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, and, until such waiver shall 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 4.07. Notice of Default.


 


The Company shall file with the Trustee written
notice of the occurrence of any Default or Event of Default within five Business Days of its becoming aware of any such Default
or Event of Default.


 


ARTICLE
5



SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


SECTION 5.01. Securityholder Lists.


 


The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee (1) semiannually, not later than January 15 and July 15 in each year, when
any Securities of a series are Outstanding, a list, in such form as the Trustee may reasonably require, of all information in the
possession or control of the Company as to the names and addresses of the holders of such Registered Securities as of such date,
and (2) 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, in such form as the Trustee may reasonably require, of all information in the possession or control of the Company
as to the names and addresses of the holders of Registered Securities of a particular series specified by the Trustee as of a date
not more than 15 days prior to the time such information is furnished; provided, however, that if and so long as the Trustee shall
be the Security Registrar with respect to such series, such list shall not be required to be furnished.


 


SECTION 5.02. Preservation and
Disclosure of Lists.


 


(a)          The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the
holders of each series of Securities contained in the most recent list furnished to it as provided in Section 5.01 or received
by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 5.01
upon receipt of a new list so furnished.


 


(b)          In
case three or more holders of Securities of a series (hereinafter referred to as “applicants”) apply in writing to
the Trustee and furnish to the Trustee reasonable proof that


 




    	 	24	 



     


    

 


each such applicant has owned a Security of such
series for a period of at least six months preceding the date of such application, and such application states that the applicants
desire to communicate with other holders of Securities of a particular series (in which case the applicants must hold Securities
of such series) or with holders of all Securities with respect to their rights under this Indenture or under such Securities and
it is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee
shall, within five Business Days after the receipt of such application, at its election, either


 


(i)          afford
to such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a)
of this Section, or


 


(ii)         inform
such applicants as to the approximate number of holders of Securities of such series or all Securities, as the case may be, whose
names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a)
of this Section and as to the approximate cost of mailing to such securityholders the form of proxy or other communication, if
any, specified in such application.


 


If the Trustee shall elect not to afford to such
applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each securityholder
of such series or all Securities, as the case may be, whose name and address appear in the information preserved at the time by
the Trustee in accordance with the provisions of subsection (a) of this Section, a copy of the form of proxy or other communication
which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee
shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement
to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the holders of Securities
of such series or all Securities, as the case may be, or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining
one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such securityholders
with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved
of any obligation or duty to such applicants respecting their application.


 


(c)          Each
and every holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any agent of the Company or of the Trustee shall be deemed to be in violation of any law or shall be held accountable
by reason of the disclosure of any such information as to the names and addresses of the holders of Securities in accordance with
the provisions of subsection (b) of this Section, regardless of the source from which such information was derived, and that
the Trustee shall not


 




    	 	25	 



     


    

 


be held accountable by reason of mailing any material
pursuant to a request made under said subsection (b).


 


SECTION 5.03. Reports by the Company.


 


The Company covenants so long as Securities are
Outstanding:


 


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


 


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


 


(c)          to
transmit by mail to all the holders of Registered Securities of each series, as the names and addresses of such holders appear
on the registry books, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents
and reports required to be filed by the Company with respect to each such series pursuant to subsections (a) and (b) of this
Section as may be required by rules and regulations prescribed from time to time by the Commission.


 


For purposes of this Section 5.03, the Company
will be deemed to have provided a required report to the Trustee and holders of the Securities if it has timely filed such report
with the Commission via the EDGAR filing system (or any successor system).


 


Delivery of reports, information and documents
to the Trustee under this Section 5.03 is for informational purposes only, and the Trustee’s receipt of the foregoing shall
not constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely on Officer’s
Certificates). The Trustee shall have no responsibility or liability for the content, filing or timeliness of any report to be
issued or filed by the Company.


 




    	 	26	 



     


    

 


SECTION 5.04. Reports by the Trustee.


 


(a)          On
or before May 15 of each year after the date hereof, so long as any Securities are outstanding hereunder and if there has been
any change in the following, the Trustee shall transmit to the securityholders, as provided in subsection (c) of this Section,
in accordance with and to the extent required by Section 3.13(a) of the Act, a brief report dated as of the preceding May
15, with respect to:


 


(1)         any
change to its eligibility under Section 7.09, and its qualification under Section 7.08;


 


(2)         the
creation of or any material change to a relationship specified in paragraphs (1) through (10) of Section 7.08(c);


 


(3)         the
character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such report, and for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on any property or funds held or collected by it as Trustee, except that
the Trustee shall not be required (but may elect) to report such advances if such advances so remaining unpaid aggregate not more
than one-half of one percent (0.5%) of the principal amount of the Securities for any series Outstanding on the date of such Report;


 


(4)         any
change to the amount, interest rate and maturity date of all other indebtedness owing by the Company (or by any other obligor on
the Securities) to the Trustee in its individual capacity, on the date of such report, with a brief description of any property
held as collateral security therefor, except as indebtedness based upon a creditor relationship arising in any manner described
in paragraph (2), (3), (4), or (6) of subsection (b) of Section 7.13;


 


(5)         any
change to the property and funds, if any, physically in the possession of the Trustee as such on the date of such report;


 


(6)         any
additional issue of Securities that it has not previously reported; and


 


(7)         any
action taken by the Trustee in the performance of its duties under this Indenture that it has not previously reported and that
in its opinion materially affects the Securities, except action in respect of a default, notice of which has been or is to be withheld
by it in accordance with the provisions of Section 7.14.


 


(b)          The
Trustee shall transmit to the holders of Securities of any series, as provided in subsection (c) of this Section, a brief
report with respect to the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee (as such) since the date of the last report transmitted pursuant to the provisions of subsection (a)
of this Section (or if no such report has yet been so transmitted, since


 




    	 	27	 



     


    

 


the date of execution of this Indenture), for
the reimbursement of which it claims or may claim a lien or charge prior to that of the Securities of any series on property or
funds held or collected by it as Trustee, and which it has not previously reported pursuant to this subsection (b), except
that the Trustee for each series shall not be required (but may elect) to report such advances if such advances remaining unpaid
at any time aggregate 10% or less of the principal amount of Securities for such series Outstanding at such time, such report to
be transmitted within 90 days after such time.


 


(c)          Reports
pursuant to this Section shall be transmitted by mail:


 


(1)         to
all holders of Registered Securities, as the names and addresses of such holders appear in the Security Register; and


 


(2)         to
all holders of Securities whose names and addresses are at that time preserved by the Trustee, as provided in 5.02(a).


 


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


 


ARTICLE
6



REMEDIES


 


SECTION 6.01. Events of Default;
Acceleration of Maturity.


 


In case one or more of the following Events of
Default with respect to a particular series shall have occurred and be continuing:


 


(a)          default
in the payment of the principal of (or premium, if any, on) any of the Securities of such series as and when the same shall become
due and payable either at maturity, upon redemption, by declaration or otherwise; or


 


(b)          default
in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and
payable, and continuance of such default for a period of 30 days; or


 


(c)          failure
on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the
Securities or in this Indenture contained for a period of 90 days after the date on which written notice of such failure, requiring
the Company to remedy the same, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders
of at least 25% in aggregate principal amount of the Securities affected thereby at the time Outstanding; or


 


(d)          a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary
case under any


 




    	 	28	 



     


    

 


applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs
and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(e)          the
Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Company
or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or


 


(f)          a
Default under the Credit Agreement (as defined therein);


 


then, if an Event of Default described in clause (a), (b) or (c)
shall have occurred and be continuing, and in each and every such case, unless the principal amount of all the Securities of such
series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Securities of all series affected thereby then Outstanding hereunder, by notice in writing to the Company (and to
the Trustee if given by securityholders) may declare the principal amount of all the Securities (or, with respect to Original Issue
Discount Securities, such lesser amount as may be specified in the terms of such Securities) affected thereby to be due and payable
immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture
or in the Securities of such series contained to the contrary notwithstanding, or, if an Event of Default described in clause (d)
or (e) shall have occurred and be continuing, and in each and every such case, unless the principal of all the Securities of such
series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal
amount of all the Securities then Outstanding hereunder (voting as one class), by notice in writing to the Company (and to the
Trustee if given by securityholders), may declare the principal of all the Securities (or, with respect to Original Issue Discount
Securities, such lesser amount as may be specified in the terms of such Securities) to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities
contained to the contrary notwithstanding.


 


SECTION 6.02. Rescission and Annulment.


 


The provisions in Section 6.01 are subject
to the condition that if, at any time after the principal of the Securities of any one or more of all series, as the case may be,
shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of such series or of all the Securities, as the case may be, and the principal
of (and premium, if any, on) all Securities of such series or of all the Securities, as the case may be (or, with respect to Original
Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities), which shall have become due
otherwise than by acceleration (with


 




    	 	29	 



     


    

 


interest upon such principal and premium, if any)
and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the
same rate as the rate of interest specified in the Securities of such series or all Securities, as the case may be (or, with respect
to Original Issue Discount Securities, at the rate specified in the terms of such Securities for interest on overdue principal
thereof upon maturity, redemption or acceleration of such series, as the case may be), to the date of such payment or deposit,
and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or willful
misconduct, and any and all defaults under the Indenture, other than the non-payment of the principal of Securities, which shall
have become due by acceleration, shall have been remedied; then and in every such case the holders of a majority in aggregate principal
amount of the Securities of such series (or of all the Securities, as the case may be) then Outstanding, by written notice to the
Company and to the Trustee, may waive all defaults with respect to that series or with respect to all Securities, as the case may
be in such case, treated as a single class and rescind and annul such declaration and its consequences; but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.


 


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


 


SECTION 6.03. Collection of Indebtedness
and Suits for Enforcement by Trustee.


 


The Company covenants that if


 


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


 


(2)         default
is made in the payment of the principal or premium, if any, of any Security at the maturity thereof, including any maturity occurring
by reason of a call for redemption or otherwise,


 


the Company will, upon demand of the Trustee, pay to it, for the
benefit of the holders of such Securities, the whole amount that shall have become due and payable on such Securities for principal
or premium, if any, and interest, with interest upon the overdue principal and, to the extent that payment of such interest shall
be legally enforceable, upon overdue installments of interest, at the rate borne by such Securities; and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 




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


 


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


 


SECTION 6.04. Trustee May File
Proofs of Claim.


 


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


 


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


 


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


 


and any receiver, assignee, trustee, liquidator or sequestrator
(or other similar official) in any such judicial proceeding is hereby authorized by each holder of Securities to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the holders of Securities,
to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee hereunder. To the extent that such payment of reasonable compensation,
expenses, disbursements, advances and other amounts out of the estate in any such proceedings shall be denied for any reason, payment
of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, moneys, securities and
other property which the holders of the Securities may be entitled to receive in such proceedings, whether in liquidation or under
any plan or reorganization or arrangements or otherwise.


 




    	 	31	 



     


    

 


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


 


SECTION 6.05. Trustee May Enforce
Claims Without Possession of Securities.


 


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


 


SECTION 6.06. Application of Money
Collected.


 


Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal or premium, if any, or any interest, upon presentation of the Securities, and the notation
thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts
due hereunder to the Trustee acting in any capacity hereunder;


 


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


 


THIRD: To the Company or its successors
or assigns, or to whomsoever may be lawfully entitled to receive the same.


 


SECTION 6.07. Limitation on Suits.


 


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


 


(1)         such
holder has previously given written notice to the Trustee of a continuing Event of Default;


 


(2)         the
holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to
institute


 




    	 	32	 



     


    

 


proceedings in respect of such Event of
Default in its own name as Trustee hereunder;


 


(3)         such
holder or holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities
to be incurred in compliance with such request;


 


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


 


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


 


it being understood and intended that no one or more such holders
of Securities shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such holders of Securities or to obtain or to seek to obtain priority or preference
over any other of such holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all such holders of Securities.


 


SECTION 6.08. Unconditional Right
of Securityholders to Receive Principal and Interest.


 


Notwithstanding any other provision in this Indenture,
the holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and
premium, if any, and (subject to Sections 2.05 and 3.02) any interest on such Security on the respective stated maturities
expressed in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of
any such payment, and such right shall not be impaired without the consent of such holder.


 


SECTION 6.09. Restoration of Rights
and Remedies.


 


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


 


SECTION 6.10. Rights and Remedies
Cumulative.


 


Except as provided in Section 2.09, no right
or remedy herein conferred upon or reserved to the Trustee or to the holders of Securities is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of
any right or remedy hereunder or


 




    	 	33	 



     


    

 


otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


SECTION 6.11. Delay or Omission
Not Waiver.


 


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


 


SECTION 6.12. Control by Securityholders.


 


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


 


(1)         such
direction shall not be in conflict with any statute, rule of law or with this Indenture, and could not involve the Indenture Trustee
in personal liability in circumstances where indemnity would not, in the Indenture Trustee’s sole discretion, be adequate;


 


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


 


(3)         prior
to taking any such action hereunder, the Trustee shall be entitled to indemnification satisfactory to it against all fees, losses,
liabilities and expenses (including attorney’s fees and expenses) caused by or that might be caused by taking or not taking
such action.


 


Upon receipt by the Trustee of any such direction
with respect to Securities of a series all or part of which is represented by a temporary global Security or a permanent global
Security, the Trustee shall establish a record date for determining holders of Outstanding Securities of such series entitled to
join in such direction, which record date shall be at the close of business on the day the Trustee receives such direction. The
holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to join in such direction,
whether or not such holders remain holders after such record date, provided that, unless such majority in principal amount shall
have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further
action by any holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a holder, or a proxy of a holder,
from giving, after expiration of such 90-day period, a new direction identical to a direction which has been cancelled pursuant
to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this
Section 6.12.


 


Notwithstanding the rights of holders of Outstanding
Securities set forth in this Section 6.12, subject to Section 7.01, the Trustee need not take any action that it determines, in


 




    	 	34	 



     


    

 


its sole discretion, might involve it in liability
or cause it to incur costs that it determines are likely to be paid by it out of its own funds and are not likely to be reimbursed
to it.


 


SECTION 6.13. Waiver of Past Defaults.


 


The holders of a majority in principal amount
of the Outstanding Securities of each series may, on behalf of the holders of all the Securities, waive any past default hereunder
and its consequences, except a default


 


(1)         in
the payment of the principal of, premium, if any, or any interest on any Security; or


 


(2)         in
respect of a covenant or provision hereof that pursuant to Article 10 cannot be modified or amended without the consent of the
holder of each Outstanding Security affected.


 


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


 


SECTION 6.14. Undertaking for Costs.


 


All parties to this Indenture agree, and each
holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against
any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any holder,
or group of holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted
by any holder of any Securities for the enforcement of the payment of the principal of, premium, if any, or any interest on any
Security on or after the respective stated maturities expressed in such Security (or, in the case of redemption, on or after the
redemption date, except, in the case of a partial redemption, with respect to the portion not so redeemed).


 


SECTION 6.15. Waiver of Stay or
Extension Laws.


 


The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension laws wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefits or advantage
of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein


 




    	 	35	 



     


    

 


granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.


 


ARTICLE
7



CONCERNING THE TRUSTEE


 


SECTION 7.01. Duties and Responsibilities
of Trustee.


 


(a)          The
Trustee, prior to the occurrence of an Event of Default of a particular series and after the curing of all Events of Default of
such series which may have occurred, undertakes to perform such duties and only such duties with respect to such series as are
specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the
Trustee and in the absence of willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions 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 stated therein nor shall the Trustee have any responsibility or liability for any information set forth
therein).


 


(b)          In
case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall exercise
with respect to such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.


 


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


 


(1)         prior
to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with
respect to such series which may have occurred, the duties and obligations of the Trustee with respect to such series shall be
determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee;


 


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


 


(3)         the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the


 




    	 	36	 



     


    

 


holders of Securities pursuant to Section 6.12
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture.


 


(d)          No
provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any
personal 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.


 


SECTION 7.02. Reliance on Documents,
Opinions, etc.


 


Subject to the provisions of Section 7.01:


 


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


 


(b)          before
the Trustee acts or refrains from acting, it shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate
or Opinion of Counsel.


 


(c)          any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to
the Trustee by a copy thereof certified by the Secretary or any Assistant Secretary of the Company; 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 (unless other evidence be herein specifically prescribed) may, in the absence of willful misconduct
on its part, conclusively rely upon an Officer’s Certificate;


 


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


 


(e)          the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the holders of any Securities pursuant to the provisions of this Indenture, unless such holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might
be incurred therein or thereby;


 


(f)           the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other paper or documents, but
the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or


 




    	 	37	 



     


    

 


investigation, it shall be entitled to examine
the books, records and premises of the Company, personally or by agent or attorney;


 


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


 


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


 


(i)           The
right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee
shall not be answerable for other than its gross negligence or willful misconduct in the performance of such act.


 


(j)           The
Trustee shall not be deemed to have notice of any Default or Event of Default with respect to the Notes of any Series unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of such a Default is received by a Responsible
Officer of the Trustee at the office of the Trustee, and such notice references such Notes and this Indenture and states that it
is a notice of Default.


 


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


 


(l)           The
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(m)          The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its control, including acts of God; earthquakes; fire;
flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities,
computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental
action.


 


(n)          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 Indenture Trustee in its capacities as paying agent and Securities Registrar
hereunder.


 


(o)          Under
no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Securities.


 


(p)          The
Trustee shall not be liable or responsible for any action or inaction of the Common Depositary, the U.S. Depositary or any other
clearinghouse or depositary.


 




    	 	38	 



     


    

 


(q)          The
Trustee shall have no obligation to undertake any calculation hereunder or have any liability for any calculation performed in
connection herewith or the transactions contemplated hereunder.


 


SECTION 7.03. No Responsibility
for Recitals, etc.


 


The recitals contained herein and in the Securities,
other than the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities, provided that the Trustee shall not be relieved of its duty to authenticate Securities
only as authorized by this Indenture. The Trustee shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof and it shall not be responsible for any statement of the Company in this Indenture, in the Securities,
or in any document executed in connection with the sale of the Securities.


 


SECTION 7.04. Ownership of Securities.


 


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


 


SECTION 7.05. Moneys to be Held
in Trust.


 


Subject to the provisions of Section 12.04
hereof, all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law.
Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received by it hereunder except
such as it may agree in writing with the Company to pay thereon.


 


SECTION 7.06. Compensation and
Expenses of Trustee.


 


The Company covenants and agrees to pay to the
Trustee (acting in any capacity hereunder) from time to time, and the Trustee shall be entitled to, such compensation for all services
rendered by it hereunder as the Company and the Trustee shall from time to time agree in writing (which to the extent permitted
by law shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except
as otherwise expressly provided, the Company will pay or reimburse the Trustee (acting in any capacity hereunder) forthwith upon
its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all
persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful
misconduct. If any property other than cash shall at any time be subject


 




    	 	39	 



     


    

 


to the lien of this Indenture, the Trustee, if
and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make and to be reimbursed for, advances for the purpose of preserving
such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify
the Trustee (acting in any capacity hereunder) for, and to hold it harmless against, any and all loss, damage, claims, liability
or expense, including taxes (other than taxes based upon, measured or determined by, the income of the Trustee) incurred without
negligence or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration
of this trust, including the costs and expenses of defending itself against any claim of liability. The obligations of the Company
under this Section shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien
prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Securities.


 


To secure the Company’s obligations under
this Section, the Trustee shall have a senior claim to which the Securities are hereby made subordinate on all money or property
held or collected by the Trustee, except that held in trust to pay principal of (and premium, if any) and interest, if any, on
particular Securities.


 


The Company’s payment obligations hereunder
and the rights, protections and indemnities afforded to the Trustee under this Article VII shall survive the satisfaction or discharge
of this Indenture or the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event
of Default, the expenses and the compensation for the services are intended to constitute expenses of administration under any
bankruptcy law.


 


SECTION 7.07. Officer’s Certificate
as Evidence.


 


Subject to the provisions of Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee,
be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such certificate,
in the absence of negligence 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 7.08. Disqualifications;
Conflicting Interest of Trustee.


 


(a)          If
the Trustee has or shall acquire any conflicting interest, as defined in this Section, it shall, within 90 days after ascertaining
that it has such conflicting interest, and if an Event of Default as defined in subsection (c) of this Section to which such
conflicting interest relates has not been cured or duly waived or otherwise eliminated before the end of such 90-day period, either
eliminate such conflicting interest or resign in the manner and with the effect specified in Section 7.10.


 




    	 	40	 



     


    

 


(b)          In
the event that the Trustee shall fail to comply with the provisions of subsection (a) of this Section, the Trustee shall,
within ten days after the expiration of such 90-day period, transmit notice of such failure in the manner and to the extent set
forth in Section 5.04(c), to all securityholders of the series affected by the conflicting interest.


 


(c)          For
the purposes of this Section the Trustee shall be deemed to have a conflicting interest with respect to a particular series if
such Securities are in default and:


 


(1)         the
Trustee is trustee under this Indenture with respect to the outstanding Securities of any other series or is trustee under another
indenture under which any other securities, or certificates of interest or participation in any other securities, of the Company
are outstanding, unless such other indenture is a collateral trust indenture under which the only collateral consists of Securities
issued under this Indenture; provided that there shall be excluded from the operation of this paragraph (A) this Indenture with
respect to any other series, and (B) any other indenture or indentures under which other securities, or certificates of interest
or participation in other securities of the Company are outstanding if


 


(i)          this
Indenture is, and, if applicable, such other indenture or indentures, are wholly unsecured and rank equally, and such other indenture
or indentures are hereafter qualified under the Trust Indenture Act, as in effect at the time of such qualification, unless the
Commission shall have found and declared by order pursuant to subsection (b) of Section 305 or subsection (c) of
Section 307 of the Trust Indenture Act that differences exist between the provisions of this Indenture with respect to such
particular series and (A) one or more other series in this Indenture or (B) the provisions of such other indenture or
indentures which are so likely to involve a material conflict of interest as to make it necessary in the public interest or for
the protection of investors to disqualify the Trustee from acting as such under this Indenture with respect to such particular
series and such other series or such other indenture or indentures, or


 


(ii)         the
Company shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon,
that trusteeship under this Indenture with respect to such particular series and such other series or under this Indenture and
such other indenture or indentures is not so likely to involve a material conflict of interest as to make it necessary in the public
interest or for the protection of investors to disqualify the Trustee from acting as such under this Indenture with respect to
such particular series and such other series or under this Indenture and such other indenture or indentures;


 


(2)         the
Trustee or any of its directors or executive officers is an underwriter for an obligor upon the Securities of any series issued
under this Indenture;


 




    	 	41	 



     


    

 


(3)         the
Trustee directly or indirectly controls or is directly or indirectly controlled by or is under direct or indirect common control
with an underwriter for the Company;


 


(4)         the
Trustee or any of its directors or executive officers is a director, officer, partner, employee, appointee, or representative of
the Company, or of an underwriter (other than the Trustee itself) for the Company who is currently engaged in the business of underwriting,
except that (A) one individual may be a director or an executive officer or both of the Trustee and a director or an executive
officer or both of the Company, but may not be at the same time an executive officer of both the Trustee and the Company; (B) if
and so long as the number of directors of the Trustee in office is more than nine, one additional individual may be a director
or an executive officer or both of the Trustee and a director of the Company; and (C) the Trustee may be designated by the
Company or by any underwriter for the Company to act in the capacity of transfer agent, registrar, custodian, paying agent, fiscal
agent, escrow agent, or depositary, or in any other similar capacity, or, subject to the provisions of paragraph (1) of this subsection (c),
to act as trustee, whether under an indenture or otherwise;


 


(5)         10%
or more of the voting securities of the Trustee are beneficially owned either by the Company or by any director, partner, or executive
officer thereof, or 20% or more of such voting securities are beneficially owned, collectively, by any two or more of such persons,
or 10% or more of the voting securities of the Trustee are beneficially owned either by an underwriter for the Company or by any
director, partner, or executive officer thereof, or are beneficially owned, collectively, by any two or more such persons;


 


(6)         the
Trustee is the beneficial owner of, or holds as collateral security for an obligation which is in default, (A) 5% or more
of the voting securities, or 10% or more of any other class of security, of the Company, not including the Securities issued under
this Indenture and securities issued under any other indenture under which the Trustee is also trustee, or (B) 10% or more
of any class of security of an underwriter for the Company;


 


(7)         the
Trustee is the beneficial owner of, or holds as collateral security for an obligation which is in default, 5% or more of the voting
securities of any person who, to the knowledge of the Trustee, owns 10% or more of the voting securities of, or controls directly
or indirectly or is under direct or indirect common control with, the Company;


 


(8)         the
Trustee is the beneficial owner of, or holds as collateral security for an obligation which is in default, 10% or more of any class
of security of any person who, to the knowledge of the Trustee, owns 50% or more of the voting securities of the Company; or


 


(9)         the
Trustee owns on the date of default as defined in subsection (c) of this Section or any anniversary of such default while
such default remains


 




    	 	42	 



     


    

 


outstanding, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian, committee or conservator, or in any other similar capacity, an aggregate
of 25% or more of the voting securities, or of any class of security, of any person, the beneficial ownership of a specified percentage
of which would have constituted a conflicting interest under paragraph (6), (7) or (8) of this subsection (c). As to any such
securities of which the Trustee acquired ownership through becoming executor, administrator, or testamentary trustee of an estate
which included them, the provisions of the preceding sentence shall not apply, for a period of not more than two years from the
date of such acquisition, to the extent that such securities included in such estate do not exceed 25% of such voting securities
or 25% of any such class of security. Promptly after the dates of any such default and annually in each succeeding year that the
Securities of any series hereunder remain in default, the Trustee shall make a check of its holdings of such securities in any
of the above-mentioned capacities as of such dates. If the Company fails to make payment in full of principal of or interest on
any of the Securities when and as the same becomes due and payable, and such failure continues for 30 days thereafter, the Trustee
shall make a prompt check of its holdings of such securities in any of the above-mentioned capacities as of the date of the expiration
of such 30-day period, and after such date, notwithstanding the foregoing provisions of this paragraph (9), all such securities
so held by the Trustee, with sole or joint control over such securities vested in it, shall, but only so long as such failure shall
continue, be considered as though beneficially owned by the Trustee for the purposes of paragraphs (6), (7) and (8) of this subsection (c);
or


 


(10)       except
under the circumstances described in Section 7.13, the Trustee shall be or shall become a creditor of the Company.


 


The specification of percentages in paragraphs
(5) to (9), inclusive, of this subsection (c) shall not be construed as indicating that the ownership of such percentages
of the securities of a person is or is not necessary or sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) or this subsection (c).


 


For the purposes of paragraphs (6), (7), (8) and
(9) of this subsection (c) only, (A) the terms “security” and “securities” shall include only
such securities as are generally known as corporate securities, but shall not include any note or other evidence of indebtedness
issued to evidence an obligation to repay moneys lent to a person by one or more banks, trust companies or banking firms, or any
certificate of interest or participation in any such note or evidence of indebtedness; (B) an obligation shall be deemed to
be in default when a default in payment of principal shall have continued for 30 days or more and shall not have been cured; and
(C) the Trustee shall not be deemed to be the owner or holder of (i) any security which it holds as collateral security
(as trustee or otherwise) for any obligation which is not in default as defined in clause (B) above, or (ii) any security
which it holds as collateral security under this Indenture, irrespective of any default hereunder, or (iii) any security which
it holds as agent for collection, or as custodian, escrow agent, or depositary, or in any similar representative capacity.


 




    	 	43	 



     


    

 


(d)          For
the purposes of this Section:


 


(1)          The
term “underwriter” when used with reference to the Company shall mean every person who, within one year prior to the
time as of which the determination is made, has purchased from the Company with a view to, or has offered or has sold for the Company
in connection with, the distribution of any security of the Company outstanding at such time, or has participated or has had a
direct or indirect participation in any such undertaking, or has participated or has had a participation in the direct or indirect
underwriting of any such undertaking, but such term shall not include a person whose interest was limited to a commission from
an underwriter or dealer not in excess of the usual and customary distributors’ or sellers’ commission.


 


(2)          The
term “director” shall mean any director of a corporation or any individual performing similar functions with respect
to any organization whether incorporated or unincorporated.


 


(3)          The
term “person” shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust,
an unincorporated organization, or a government or political subdivision thereof. As used in this paragraph, the term “trust”
shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security.


 


(4)          The
term “voting security” shall mean any security presently entitling the owner or holder thereof to vote in the direction
or management of the affairs of a person, or any security issued under or pursuant to any trust, agreement or arrangement whereby
a trustee or trustees or agent or agents for the owner or holder of such security currently are entitled to vote in the direction
or management of the affairs of a person.


 


(5)          The
term “Company” shall mean any obligor upon the Securities.


 


(6)          The
term “executive officer” shall mean the president, every vice president, every trust officer, the cashier, the secretary,
and the treasurer of a corporation, and any individual customarily performing similar functions with respect to any organization
whether incorporated or unincorporated but shall not include the chairman of the board of directors.


 


(7)          The
percentages of voting securities and other securities specified in this Section shall be calculated in accordance with the following
provisions:


 


(i)          A
specified percentage of the voting securities of the Trustee, the Company or any other person referred to in this Section (each
of whom is referred to as a “person” in this paragraph) means such amount of the outstanding voting securities of such
person as entitles the holder or holders thereof to cast such specified percentage of the aggregate votes which the holders of
all the outstanding voting securities of such person are entitled to cast in the direction or management of the affairs of such
person.


 




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(ii)         A
specified percentage of a class of securities of a person means such percentage of the aggregate amount of securities of the class
outstanding.


 


(iii)        The
term “amount”, when used in regard to securities, means the principal amount if relating to evidences of indebtedness,
the number of shares if relating to capital shares, and the number of units if relating to any other kind of security.


 


(iv)        The
term “outstanding” means issued and not held by or for the account of the issuer. The following securities shall not
be deemed outstanding within the meaning of this definition:


 


(A)         securities
of an issuer held in a sinking fund relating to securities of the issuer of the same class;


 


(B)         securities
of an issuer held in a sinking fund relating to another class of securities of the issuer, if the obligation evidenced by such
other class of securities is not in default as to principal or interest or otherwise;


 


(C)         securities
pledged by the issuer thereof as security for an obligation of the issuer not in default as to principal or interest or otherwise;
and


 


(D)         securities
held in escrow if placed in escrow by the issuer thereof;


 


provided, however, that any voting securities
of an issuer shall be deemed outstanding if any person other than the issuer is entitled to exercise the voting rights thereof.


 


(v)         A
security shall be deemed to be of the same class as another security if both securities confer upon the holder or holders thereof
substantially the same rights and privileges, provided, however, that in the case of secured evidences of indebtedness, all of
which are issued under a single indenture, differences in the interest rates or maturity dates of various series thereof shall
not be deemed sufficient to constitute such series different classes and provided, further, that, in the case of unsecured evidences
of indebtedness, differences in the interest rates or maturity dates thereof shall not be deemed sufficient to constitute them
securities of different classes, whether or not they are issued under a single indenture.


 


(e)          Except
in the case of a default in the payment of the principal of or interest on any Securities of any series, or in the payment of any
sinking or purchase fund installment, the Trustee shall not be required to resign as provided by subsection (c) of this Section
if the Trustee shall have sustained the burden of proving, on application to the Commission and after


 




    	 	45	 



     


    

 


opportunity for hearing thereon, that (i) such
default may be cured or waived during a reasonable period and under the procedures described in such application, and (ii) a
stay of the Trustee’s duty to resign will not be inconsistent with the interests of the holders of the Securities of any
series issued hereunder. The filing of such an application shall automatically stay the performance of the duty to resign until
such Commission orders otherwise. Any resignation of the Trustee shall become effective only upon the appointment of a successor
trustee and such successor’s acceptance of such appointment as provided in Section 7.11.


 


(f)           If
Section 310(b) of the Trust Indenture Act is amended at 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 7.08 shall be automatically amended to incorporate such changes,
unless such changes would cause any Trustee then acting as Trustee hereunder with respect to any Outstanding Securities to be deemed
to have a conflicting interest, in which case such changes shall be incorporated herein only to the extent that such changes (i) would
not cause the Trustee to be deemed to have a conflicting interest, or (ii) are required by law.


 


SECTION 7.09. Eligibility of Trustee.


 


There shall at all times be a Trustee hereunder
which shall be a corporation, national association or other type of legal entity organized and doing business under the laws of
the United States or of any State or Territory thereof or of the District of Columbia, which (a) is authorized under such
laws to exercise corporate trust powers, (b) is subject to supervision or examination by Federal, State, Territorial or District
of Columbia authority, (c) shall have at all times a combined capital and surplus of not less than $50,000,000 and (d) shall
not be the Company or any person directly or indirectly controlling, controlled by, or under common control with the Company. If
such corporation publishes reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation at any time
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case
at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.


 


SECTION 7.10. Resignation or Removal
of Trustee.


 


(a)          The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series by giving
written notice of resignation to the Company. Upon receiving such notice of resignation the Company shall promptly appoint a successor
trustee with respect to the applicable series by written instrument, in duplicate, executed by order of the Board of Directors
of the Company, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee.
If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice
of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 




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


 


(1)         the
Trustee shall fail to comply with the provisions of subsection (a) of Section 7.08 with respect to any series of Securities
after written request therefor by the Company or by any securityholder who has been a bona fide holder of a Security or Securities
of such series for at least six months, or


 


(2)         the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 with respect to any series of Securities
and shall fail to resign after written request therefor by the Company or by any such securityholder, or


 


(3)         the
Trustee shall become incapable of acting with respect to any series of Securities, 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, the Company may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee with respect to such series by written instrument,
in duplicate, executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.14, any securityholder
of such series who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


(c)          The
holders of a majority in aggregate principal amount of the Securities of all series (voting as one class) at the time Outstanding
may upon 30 day’s written notice remove the Trustee with respect to Securities of all series and appoint a successor trustee
with respect to the Securities of all series.


 


(d)          Any
resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section
shall become effective upon the appointment of a successor trustee and the acceptance of appointment by the successor trustee as
provided in Section 7.11.


 


SECTION 7.11. Acceptance by Successor
Trustee.


 


Any successor trustee appointed as provided in
Section 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable
series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee herein; but, nevertheless, on the written request of the Company or


 




    	 	47	 



     


    

 


of the successor trustee, the predecessor trustee
shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the predecessor trustee. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm
to such successor trustee all such rights and powers. Any trustee, including the initial Trustee, ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions
of Section 7.06. The retiring or removed Trustee shall have no responsibility or liability for the action or inaction of any
successor Trustee.


 


In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor Trustee and each successor
trustee with respect to the Securities of any applicable series shall execute and deliver a supplemental indenture hereto which
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall
continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each
such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such trustee.


 


No successor trustee shall accept appointment
as provided in this Section unless at the time of such acceptance such successor trustee shall be qualified and eligible under
the provisions of this Article 7.


 


Upon acceptance of appointment by a successor
trustee as provided in this Section, the Company shall mail notice of the succession of such trustee hereunder to all holders of
Securities of any applicable series as the names and addresses of such holders shall appear on the registry books. If the Company
fails to mail such notice in the prescribed manner within ten days after the acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be so mailed at the expense of the Company.


 


SECTION 7.12. Successor by Merger,
etc.


 


Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be qualified and eligible under
the provisions of this Article 7, without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated
such Securities.


 




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SECTION 7.13. Limitations on Rights
of Trustee as Creditor.


 


(a)          Subject
to the provisions of subsection (b) of this Section, if the Trustee shall be or shall become a creditor, directly or indirectly,
secured or unsecured, of the Company or of any other obligor on the Securities within three months prior to a default, as defined
in subsection (c) of this Section, or subsequent to such a default, then, unless and until such default shall be cured, the
Trustee shall set apart and hold in a special account for the benefit of the Trustee individually, the holders of the Securities
and the holders of other indenture securities (as defined in subsection (c) of this Section):


 


(1)         an
amount equal to any and all reductions in the amount due and owing upon any claim as such creditor in respect of principal or interest,
effected after the beginning of such three months’ period and valid as against the Company and its other creditors, except
any such reduction resulting from the receipt or disposition of any property described in paragraph (2) of this subsection or from
the exercise of any right of set-off which the Trustee could have exercised if a petition in bankruptcy had been filed by or against
the Company upon the date of such default; and


 


(2)         all
property received by the Trustee in respect of any claim as such creditor, either as security therefor, or in satisfaction or composition
thereof, or otherwise, after the beginning of such three months’ period, or an amount equal to the proceeds of any such property,
if disposed of, subject, however, to the rights, if any, of the Company and its other creditors in such property or such proceeds.


 


Nothing herein contained, however, shall affect
the right of the Trustee:


 


(3)         to
retain for its own account (i) payments made on account of any such claim by any person (other than the Company) who is liable
thereon, and (ii) the proceeds of the bona fide sale of any such claim by the Trustee to a third person, and (iii) distributions
made in cash, securities, or other property in respect of claims filed against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to Title 11 of the United States Code or applicable State law;


 


(4)         to
realize, for its own account, upon any property held by it as security for any such claim, if such property was so held prior to
the beginning of such three months’ period;


 


(5)         to
realize, for its own account, but only to the extent of the claim hereinafter mentioned, upon any property held by it as security
for any such claim, if such claim was created after the beginning of such three months’ period and such property was received
as security therefor simultaneously with the creation thereof, and if the Trustee shall sustain the burden of proving that at the
time such property was so received the Trustee had no reasonable cause to believe that a default as defined in subsection (c)
of this Section would occur within three months; or


 




    	 	49	 



     


    

 


(6)         to
receive payment on any claims referred to in paragraph (4) or (5), against the release of any property held as security for such
claim as provided in such paragraph (4) or (5), as the case may be, to the extent of the fair value of such property.


 


For the purposes of paragraphs (4), (5) and (6),
property substituted after the beginning of such three months’ period for property held as security at the time of such substitution
shall, to the extent of the fair value of the property released, have the same status as the property released, and, to the extent
that any claim referred to in any of such paragraphs is created in renewal of or in substitution for or for the purpose of repaying
or refunding any pre-existing claim of the Trustee as such creditor, such claim shall have the same status as such preexisting
claim.


 


If the Trustee shall be required to account, the
funds and property held in such special account and the proceeds thereof shall be apportioned between the Trustee, the securityholders
and the holders of other indenture securities in such manner that the Trustee, the securityholders and the holders of other indenture
securities realize, as a result of payments from such special account and payments of dividends on claims filed against the Company
in bankruptcy or receivership or in proceedings for reorganization pursuant to Title 11 of the United States Code or applicable
State law, the same percentage of their respective claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Company of the funds and property in such special account and before crediting to the respective
claims of the Trustee, the securityholders and the holders of other indenture securities, dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization pursuant to Title 11 of the United States Code or applicable
State law, but after crediting thereon receipts on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held in such special account. As used in this paragraph,
with respect to any claim, the term “dividends” shall include any distribution with respect to such claim, in bankruptcy
or receivership or in proceedings for reorganization pursuant to Title 11 of the United States Code or applicable State law, whether
such distribution is made in cash, securities, or other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy, receivership, or proceeding for reorganization is pending
shall have jurisdiction (i) to apportion between the Trustee, the securityholders and the holders of other indenture securities,
in accordance with the provisions of this paragraph, the funds and property held in such special account and the proceeds thereof,
or (ii) in lieu of such apportionment, in whole or in part, to give to the provisions of this paragraph due consideration
in determining the fairness of the distributions to be made to the Trustee, the securityholders and the holders of other indenture
securities with respect to their respective claims, in which event it shall not be necessary to liquidate or to appraise the value
of any securities or other property held in such special account or as security for any such claim, or to make a specific allocation
of such distributions as between the secured and unsecured portions of such claims or otherwise to apply the provisions of this
paragraph as a mathematical formula.


 


Any Trustee who has resigned or been removed after
the beginning of such three months’ period shall be subject to the provisions of this subsection (a) as though such
resignation or removal had not occurred. If any Trustee has resigned or been removed prior to the beginning


 




    	 	50	 



     


    

 


of such three months’ period it shall be
subject to the provisions of this subsection (a) if and only if the following conditions exist:


 


(i)          the
receipt of property or reduction of claim which would have given rise to the obligation to account, if such Trustee had continued
as trustee, occurred after the beginning of such three months’ period; and


 


(ii)         such
receipt of property or reduction of claim occurred within three months after such resignation or removal.


 


(b)          There
shall be excluded from the operation of subsection (a) of this Section a creditor relationship arising from:


 


(1)         the
ownership or acquisition of securities issued under any indenture, or any security or securities having a maturity of one year
or more at the time of acquisition by the Trustee;


 


(2)         advances
authorized by a receivership or bankruptcy court of competent jurisdiction, or by this Indenture, for the purpose of preserving
any property which shall at any time be subject to the lien of this Indenture or of discharging tax liens or other prior liens
or encumbrances thereon, if notice of such advance and of the circumstances surrounding the making thereof is given to the securityholders
at the time and in the manner provided in this Indenture;


 


(3)         disbursements
made in the ordinary course of business in the capacity of trustee under an indenture, transfer agent, registrar, custodian, paying
agent, fiscal agent or depositary, or other similar capacity;


 


(4)         an
indebtedness created as a result of services rendered or premises rented; or an indebtedness created as a result of goods or securities
sold in a cash transaction as defined in subsection (c) of this Section;


 


(5)         the
ownership of stock or of other securities of a corporation organized under the provisions of Section 25(a) of the Federal
Reserve Act, as amended, which is directly or indirectly a creditor of the Company; or


 


(6)         the
acquisition, ownership, acceptance or negotiation of any drafts, bills of exchange, acceptances, or obligations which fall within
the classification of self-liquidating paper as defined in subsection (c) of this Section.


 


(c)          As
used in this Section:


 


(1)         The
term “default” shall mean any failure to make payment in full of the principal of or interest upon any of the Securities
or the other indenture securities when and as such principal or interest becomes due and payable.


 


(2)         The
term “other indenture securities” shall mean securities upon which the Company is an obligor (as defined in the Trust
Indenture Act)


 




    	 	51	 



     


    

 


outstanding under any other indenture
(A) under which the Trustee is also trustee, (B) which contains provisions substantially similar to the provisions of
subsection (a) of this Section, and (C) under which a default exists at the time of the apportionment of the funds and
property held in the special account referred to in such subsection (a).


 


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


 


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


 


(5)         The
term “Company” shall mean any obligor upon the Securities.


 


SECTION 7.14. Notice of Default.


 


Within 90 days after the occurrence of any default
on a series of Securities hereunder actually known to the Trustee, the Trustee shall transmit to all securityholders of that series,
in the manner and to the extent provided in Section 15.04, notice of such default hereunder actually known to the Trustee,
unless such default shall have been cured or waived; provided, however, that except in the case of a default in the payment of
the principal of or interest on any Security or on the payment of any sinking or purchase fund installment, the Trustee shall be
protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice
is in the interests of the security-holders; and provided, further, that in the case of any default of the character specified
in clause (c) of Section 6.01 no such notice to securityholders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of such series.


 


SECTION 7.15. Appointment of Authenticating
Agent.


 


The Trustee may appoint an authenticating agent
or agents (which may be an affiliate or affiliates of the Company) with respect to one or more series of Securities which shall
be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 2.09, and Securities so authenticated shall
be entitled to the benefits of this Indenture


 




    	 	52	 



     


    

 


and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the
Trustee by an authenticating agent. Each authenticating agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District
of Columbia, which (a) is authorized under such laws to exercise corporate trust powers or to otherwise act as authenticating
agent, (b) is subject to supervision or examination by Federal, State, Territorial or District of Columbia authority, and
(c) shall have at all times a combined capital and surplus of not less than $50,000,000. If such authenticating agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such authenticating agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time an authenticating agent shall
cease to be eligible in accordance with the provisions of this Section, such authenticating agent shall resign immediately in the
manner and with the effect specified in this Section.


 


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 such authenticating agent, shall continue to be an authenticating agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or such 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, the Trustee may appoint a successor authenticating agent which shall be acceptable to the Company and
shall promptly give notice of such appointment to all holders of Securities in the manner and to the extent provided in Section 15.04.
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.


 


The Trustee agrees to pay to each authenticating
agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 7.06.


 


If an appointment with respect to one or more
series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following form:


 




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


 


	 	U.S. Bank National Association, as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


If all of the Securities of a series may not be
originally issued at one time, and the Trustee does not have an office capable of authenticating Securities upon original issuance
located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance,
the Trustee, if so requested by the Company in writing, shall appoint in accordance with this Section an authenticating agent (which,
if so requested by the Company, shall be such affiliate of the Company) having an office in a Place of Payment designated by the
Company with respect to such series of Securities, provided that the terms and conditions of such appointment are acceptable to
the Trustee.


 


ARTICLE
8



CONCERNING THE SECURITYHOLDERS


 


SECTION 8.01. Action by Securityholders.


 


Whenever in this Indenture it is provided that
the holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take any action
(including the making of any demand or request, the giving of any authorization, 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 have joined therein
may be evidenced by any instrument or any number of instruments of similar tenor executed by securityholders in person or by agent
or proxy appointed in writing.


 


In determining whether the holders of a specified
percentage in aggregate principal amount of the Securities of any or all series have taken any action (including the making of
any demand or request, the giving of any authorization, direction, notice, consent or waiver or the taking of any other action),
(i) the principal amount of any Original Issue Discount Security that may be counted in making such determination and that
shall be deemed to be outstanding for such purposes shall be equal to the amount of the principal thereof that could be declared
to be due and payable upon an Event of Default pursuant to the terms of such Original Issue Discount Security at the time the taking
of such of such action is evidenced to the Trustee, and (ii) the principal amount of a Security denominated in a foreign currency
or currency unit shall be the U.S. dollar equivalent, determined as of the date of original issuance of such Security in accordance
with Section 2.03(b) hereof, of the principal amount of such Security.


 




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SECTION 8.02. Proof of Execution
by Securityholders.


 


Subject to the provisions of Section 7.01,
7.02 and 9.05, proof of the execution of any instrument by a securityholder or its agent or proxy, or of the holding by any person
of a Security, shall be sufficient and conclusive in favor of the Trustee and the Company if made in accordance with such reasonable
rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.


 


The principal amount and serial numbers of Registered
Securities held by any person, and the date of holding the same, shall be proved by the Security Register.


 


The record of any securityholders’ meeting
shall be proved in the manner provided in Section 9.06.


 


SECTION 8.03. Who Are Deemed Absolute
Owners.


 


Prior to due presentment of a Registered Security
for registration of transfer, the Company, the Trustee and any agent of the Company or of the Trustee may deem the person in whose
name such Registered Security shall be registered upon the Security Register to be, and may treat him as, the absolute owner of
such Registered Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other
writing thereon), for the purpose of receiving payment of or on account of the principal of (and premium, if any) and, subject
to the provisions of Sections 2.05 and 2.07, any interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments
so made to any holder for the time being, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual
to satisfy and discharge the liability for moneys payable upon any such Security.


 


Notwithstanding the foregoing, with respect to
any temporary or permanent global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company
or of the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Common Depositary
or a U.S. Depositary, as the case may be, or impair, as between a Common Depositary or a U.S. Depositary and holders of beneficial
interests in any temporary or permanent global Security, as the case may be, the operation of customary practices governing the
exercise of the rights of the Common Depositary or the U.S. Depositary as holder of such temporary or permanent global Security.


 


SECTION 8.04. Company-Owned Securities
Disregarded.


 


In determining whether the holders of the required
aggregate principal amount of Securities have provided any request, demand, authorization, notice, direction, consent or waiver
under this Indenture, Securities which are owned by the Company or any other obligor on the Securities, or by any person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on
the Securities, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for
the purpose of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the


 




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pledgee shall establish to the satisfaction of
the Trustee the pledgee’s right to vote such Securities and that the pledgee is not a person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel shall be afforded full protection to the Trustee.


 


SECTION 8.05. Revocation of Consents;
Future Securityholders Bound.


 


At any time prior to the taking of any action
by the holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with
such action, any holder of a Security, the identifying number of which is shown by the evidence to be included in the Securities
the holders of which have consented to such action, may, by filing written notice with the Trustee at its office and upon proof
of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such
action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners
of such Security and of any Security issued upon registration of transfer of or in exchange or substitution therefor in respect
of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken by the holders of the percentage in aggregate principal
amount of the Securities specified in this Indenture in connection with such action shall be conclusively binding upon the Company,
the Trustee and the holders of all the Securities.


 


SECTION 8.06. Record Date.


 


The Company may, but shall not be obligated to,
set a record date for purposes of determining the identity of holders of Securities of any series entitled to vote or consent to
any action by vote or consent or to otherwise take any action under this Indenture authorized or permitted by Section 6.12
or Section 6.13 or otherwise under this Indenture. Such record date shall be the later of the date 20 days prior to the first
solicitation of such consent or vote or other action or the date of the most recent list of holders of such Securities delivered
to the principal corporate trust office of the Trustee pursuant to Section 5.01 prior to such solicitation. If such a record
date is fixed, those persons who were holders of such Securities at the close of business on such record date shall be entitled
to vote or consent or take such other action, or to revoke any such action, whether or not such persons continue to be holders
after such record date, and for that purpose the Outstanding Securities shall be computed as of such record date.


 


ARTICLE
9



SECURITYHOLDERS’ MEETINGS


 


SECTION 9.01. Purposes of Meeting.


 


A meeting of holders of any or all series of Securities
may be called at any time and from time to time pursuant to the provisions of this Article for any of the following purposes:


 




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(a)          to
give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to waive any default hereunder and
its consequences, or to take any other action authorized to be taken by securityholders pursuant to any of the provisions of Article
6;


 


(b)          to
remove the Trustee and appoint a successor trustee pursuant to the provisions of Article 7;


 


(c)          to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or


 


(d)          to
take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the
Securities of any or all series, as the case may be, under any other provision of this Indenture or under applicable law.


 


SECTION 9.02. Call of Meetings
by Trustee.


 


The Trustee may (but shall have no obligation)
at any time call a meeting of security-holders of any or all series to take any action specified in Section 9.01, to be held
at such time and at such place in the Borough of Manhattan, The City of New York as the Trustee shall determine. Notice of every
meeting of the securityholders of any or all series, setting forth the time and place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given in the manner provided in Section 15.04 not less than 20 nor more
than 180 days prior to the date fixed for the meeting.


 


SECTION 9.03. Call of Meetings
by Company or Securityholders.


 


In case at any time the Company, pursuant to a
Board Resolution, or the holders of at least 10% in aggregate principal amount of the Securities of any or all series, as the case
may be, then Outstanding, shall have requested the Trustee to call a meeting of securityholders of any or all series to take any
action authorized in Section 9.01, by written request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have provided notice of such meeting in the manner provided in Section 15.04 within
30 days after receipt of such request, then the Company or the holders of such Securities in the amount above specified may determine
the time and the place in said Borough of Manhattan, The City of New York for such meeting and may call such meeting by giving
notice thereof as provided in Section 9.02.


 


SECTION 9.04. Qualifications for
Voting.


 


To be entitled to vote at any meeting of securityholders
a person shall be a holder of one or more Securities of such series Outstanding with respect to which a meeting is being held or
a person appointed by an instrument in writing as proxy by such a holder or holders. The only persons who shall be entitled to
be present or to speak at any meeting of the securityholders of any series shall be the persons entitled to vote at such meeting
and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.


 




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SECTION 9.05. Regulations.


 


Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for any meeting of securityholders of a series, in regard
to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it deems fit. Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Article 8 and the appointment of any proxy shall be proved in the manner
specified in Article 8. Such regulations may provide that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Article 8 or other proof.


 


The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by securityholders as
provided in Section 9.03, in which case the Company or the securityholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote.


 


Subject to the provisions of Sections 8.01
and 8.04, at any meeting each securityholder or proxy shall be entitled to one vote for each $1,000 (or the U.S. Dollar equivalent
thereof in connection with Securities issued in a foreign currency or currency unit) Outstanding principal amount of Securities
of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of
any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote except as a securityholder or proxy. Any meeting of securityholders duly called pursuant to
the provisions of Section 9.02 or 9.03 may be adjourned from time to time, and the meeting may be reconvened without further
notice.


 


SECTION 9.06. Voting.


 


The vote upon any resolution submitted to any
meeting of securityholders shall be by written ballot on which shall be subscribed the signatures of the securityholders or proxies
and on which shall be inscribed the identifying number or numbers or to which shall be attached a list of identifying numbers of
the Securities held or represented by them. The chairman of the meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of securityholders
shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth
a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 9.02. The record shall
be signed and verified by the chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company
and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.


 




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Any record so signed and verified shall be conclusive
evidence of the matters therein stated.


 


ARTICLE
10



SUPPLEMENTAL INDENTURES


 


SECTION 10.01. Supplemental Indentures
without Consent of Securityholders.


 


Without the consent of any holders of Securities,
the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at
the date of the execution thereof) for one or more of the following purposes:


 


(a)          to
evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the
assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities;


 


(b)          to
add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall
consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance,
of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement
of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject
to such conditions as such supplemental indenture may provide;


 


(c)          to
add to or change any of the provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate
the issuance of Securities in uncertificated form, 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
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Indenture
such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in
Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar Federal statute hereafter enacted;


 


(e)          to
modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall
become effective only when there is no Security of any series Outstanding and created prior to the


 




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execution of such supplemental indenture
that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding;


 


(f)          to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective
or inconsistent with any other provisions contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage
or pledge any property to or with the Trustee; or to make such other provisions in regard to matters or questions arising under
this Indenture, provided such other provisions shall not adversely affect in any material respect the interests of the holders
of the Securities as evidence by an Officer’s Certificate, including provisions necessary or desirable to provide for or
facilitate the administration of the trusts hereunder; and


 


(g)          to
evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one
or more series and to add or change any provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, pursuant to Section 7.11.


 


The Trustee is hereby authorized to join with
the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which
may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but
the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee
unless and until the Trustee has duly executed and delivered the same.


 


SECTION 10.02. Supplemental Indentures
with Consent of Holders.


 


With the consent (evidenced as provided in Section 8.01)
of the holders of not less than a majority of the aggregate principal amount of the Securities of all series at the time Outstanding
affected by such supplemental indenture (voting as one class), the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions
of the Trust Indenture Act as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture
shall (1) extend the fixed maturity of any Securities, or reduce the principal amount thereof or premium, if any, or reduce
the rate or extend the time of payment of interest thereon, without the consent of the holder of each Security so affected, or
(2) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of all Securities then Outstanding.


 


Upon the request of the Company, accompanied by
a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any
such supplemental indenture, and upon the filing with the Trustee of evidence of the consent


 




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of securityholders as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall
not be obligated to, enter into such supplemental indenture.


 


It shall not be necessary for the consent of the
securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such consent shall approve the substance thereof.


 


Promptly after the execution by the Company and
the Trustee of any supplemental indenture pursuant to the provisions of this Article 10, the Company shall provide notice, in the
manner and to the extent provided in Section 15.04, setting forth in general terms the substance of such supplemental indenture,
to all holders of Securities of each series so affected. Any failure of the Company so to provide such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 


SECTION 10.03. Compliance with
Trust Indenture Act; Effect of Supplemental Indentures.


 


Any supplemental indenture executed pursuant to
the provisions of this Article 10 shall comply with the Trust Indenture Act, as then in effect. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 10 and subject to the provisions in any supplemental indenture relating to
the prospective application of such instrument, this Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Securities theretofore or thereafter authenticated and delivered hereunder 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.


 


The Trustee, subject to the provisions of Sections 7.01
and 7.02, shall be provided with and shall be fully protected in conclusively relying upon an Officer’s Certificate and Opinion
of Counsel stating that any such supplemental indenture complies with the provisions of this Article 10, is authorized or permitted
by this Indenture and that such supplemental indenture is enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and
to general equity principles. The Trustee shall also be entitled to request indemnity reasonably satisfactory to it in connection
with signing an amendment, supplement or waiver or taking any action (or refraining from taking any action) thereunder or in connection
therewith.


 


SECTION 10.04. Notation on Securities.


 


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental indenture. New Securities of any series 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


 




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supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered, without charge to the securityholders, in exchange for the Securities of such
series then Outstanding.


 


ARTICLE
11



CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


SECTION 11.01. Company May Consolidate,
etc., on Certain Terms.


 


The Company covenants that it will not merge into
or consolidate with any other corporation or sell or convey all or substantially all of its assets to any person, firm or corporation,
unless (1) either the Company shall be the continuing corporation, or the successor corporation (if other than the Company)
shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District
of Columbia and such corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any,
on) and any interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture satisfactory to the
Trustee, executed and delivered to the Trustee by such corporation, and (2) the Company or such successor corporation, as
the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance
of any such covenant or condition.


 


SECTION 11.02. Successor Corporation
Substituted.


 


In case of any such consolidation, merger, sale
or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted
for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of
the first part. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name
of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall make available for delivery any
Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication,
and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose.
All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued
at the date of the execution thereof.


 


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


 




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SECTION 11.03. Opinion of Counsel
and Officer’s Certificate to be Given Trustee.


 


The Trustee shall receive an Opinion of Counsel
and Officer’s Certificate as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption,
complies with the provisions of this Article 11 and that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


ARTICLE
12



SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS


 


SECTION 12.01. Discharge of Indenture.


 


If at any time:


 


(1)         the
Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than
(i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09,
and (ii) 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 4.03), or


 


(2)         all
such Securities of such series (i) shall have become due and payable, or (ii) are by their terms to become due and payable
within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall irrevocably deposit or cause to be deposited with the Trustee as trust
funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 12.04)
sufficient to pay at maturity or upon redemption all Securities of such series, including principal (and premium, if any) and any
interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and the Company has delivered
irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities of such series at maturity
or the redemption date, as the case may be,


 


and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company with respect to such series, then this Indenture shall cease to be of further
effect with respect to the Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company
and subject to Section 15.05, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture
with respect to the Securities of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series. Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Securities of any series or of all series, the obligations
of the Company to the Trustee under Section 7.06 shall survive.


 




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The Company will deliver to the Trustee an Officer’s
Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture have been complied with.


 


SECTION 12.02. Deposited Moneys
to be Held in Trust by Trustee.


 


Subject to the provisions of the last paragraph
of Section 4.03, all moneys deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by
it to the payment, either directly or through any paying agent (including the Company acting as its own paying agent), to the persons
entitled thereto, of all sums due and to become due thereon for principal and interest (and premium, if any) for which payment
of such money has been deposited with the Trustee.


 


SECTION 12.03. Paying Agent to
Repay Moneys Held.


 


In connection with the satisfaction and discharge
of this Indenture with respect to Securities of any series and the payment of all amounts due to the Trustee under Section 7.06,
all moneys with respect to such Securities then held by any paying agent under the provisions of this Indenture shall, upon demand
of the Company, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability
with respect to such moneys.


 


SECTION 12.04. Return of Unclaimed
Moneys.


 


Subject to applicable escheatment law, any moneys
deposited with or paid to the Trustee or any paying agent for the payment of the principal of (and premium, if any) or interest
on any Security and not applied but remaining unclaimed for two years after the date upon which such principal (and premium, if
any, on) or interest shall have become due and payable, shall be repaid to the Company by the Trustee or such paying agent on demand,
and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for any payment which
such holder may be entitled to collect and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon
cease; 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 an Authorized Newspaper in the City of New York and in such other city or cities
as may be specified in such Securities, on a Business Day, 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 notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


 


ARTICLE
13



IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


SECTION 13.01. Indenture and Securities
Solely Corporate Obligations.


 


No recourse under or upon any obligation, covenant
or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, or against any past, present or future stockholder, officer or director, as


 




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such, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision
or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of
the Securities.


 


ARTICLE
14



DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 14.01. Applicability of
Article.


 


Unless, as specified pursuant to Section 2.03(b),
provision is made that either or both of (a) defeasance of the Securities of a series under Section 14.02 and (b) covenant
defeasance of the Securities of a series under Section 14.03 shall not apply to the Securities of a series, then the provisions
of such Section 14.02 and Section 14.03, together with Sections 14.04 and 14.05, shall be applicable to the Outstanding
Securities of all series upon compliance with the conditions set forth below in this Article 14.


 


SECTION 14.02. Defeasance and Discharge.


 


Subject to Section 14.05, the Company may
cause itself to be discharged from its obligations with respect to the Outstanding Securities of any series on and after the date
the conditions precedent set forth below are satisfied but subject to satisfaction of the conditions subsequent set forth below
(hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of holders of Outstanding Securities of such series to receive, solely
from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments of the principal of and
any premium and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to
such Securities under Sections 2.07, 2.08, 2.09, 4.02 and 4.03 and such obligations as shall be ancillary thereto, (C) the
rights, powers, trusts, duties, immunities and other provisions in respect of the Trustee hereunder and (D) this Article 14.
Subject to compliance with this Article 14, defeasance with respect to Securities of a series by the Company is permitted under
this Section 14.02 notwithstanding the prior exercise of its rights under Section 14.03 with respect to the Securities
of such series. Following a defeasance, payment of the Securities of such series may not be accelerated because of an Event of
Default.


 


SECTION 14.03. Covenant Defeasance.


 


The Company may cause itself to be released from
its obligations under any Sections applicable to Securities of a series that are determined pursuant to Section 2.03(b) to
be subject to this provision with respect to the Outstanding Securities of such series on and after the


 




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date the conditions precedent set forth below
are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “covenant defeasance”).
For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series, the Company may
omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section,
whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.


 


SECTION 14.04. Conditions to Defeasance
or Covenant Defeasance.


 


The following shall be the conditions precedent
or, as specifically noted below, subsequent to application of either Section 14.02 or Section 14.03 to the Outstanding
Securities of such series:


 


(1)         The
Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such
Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (C) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee to pay and discharge, (i) the principal of and any premium and interest
on the Outstanding Securities of such series to maturity or redemption, as the case may be, and (ii) any mandatory sinking
fund payments or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof. Before such
a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates
in accordance with Article 3 which shall be given effect in applying the foregoing. For this purpose, “U.S. Government Obligations”
means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and
credit is pledged or (y) obligations of a person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include
a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any
such U.S. Government obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by
such custodian for the account of the holder of such 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


 




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the U.S. Government Obligation or the
specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depositary receipt;


 


(2)         No
Default, or event which after notice or lapse of time, or both, would become a Default with respect to the Securities of such series,
shall have happened and be continuing (A) on the date of such deposit or (B) insofar as subsections 6.01(a) and
(b) are concerned, at any time during the period ending on the 123rd day after the date of such deposit or, if longer, ending on
the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being
understood that the condition in this clause (B) is a condition subsequent and shall not be deemed satisfied until the expiration
of such period);


 


(3)         Such
defeasance or covenant defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting
interest as defined in Section 7.08 or for purposes of the Trust Indenture Act with respect to any securities of the Company
or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company
under the Investment Company Act of 1940, as amended;


 


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


 


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


 


(6)         In
the case of a defeasance under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since
the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that,
and based thereon such opinion shall confirm that, the holders of the Outstanding Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;


 


(7)         In
the case of covenant defeasance under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such covenant defeasance had not occurred;


 




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(8)         Such
defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may
be imposed on the Company in connection therewith pursuant to Section 2.03(b); and


 


(9)         The
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent and subsequent provided for in this Indenture relating to either the defeasance under Section 14.02 or the covenant
defeasance under Section 14.03, as the case may be, have been complied with.


 


SECTION 14.05. Deposited Money
and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.


 


All money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 in respect of the Outstanding Securities of such
series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture,
to the payment, either directly or through any paying agent (but not including the Company acting as its own paying agent) as the
Trustee may determine, to the holders of such Securities of all sums due and to become due thereon in respect of principal and
any premium and interest, but such money need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant
to Section 14.04 or the principal and interest received in respect thereof.


 


Anything herein to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations
held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent defeasance or covenant defeasance, provided that the Trustee shall not be required
to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraph.


 


Anything herein to the contrary notwithstanding,
if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied
by the Trustee in accordance with this Section because of a court order or (ii) are for any reason insufficient in amount,
then the Company’s obligations to pay principal of and any premium and interest on the Securities of such series shall be
reinstated to the extent necessary to cover the deficiency on any due date for payment. In any such case, the Company’s interest
in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s
payment obligations are reinstated.


 




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ARTICLE
15



MISCELLANEOUS PROVISIONS


 


SECTION 15.01. Benefits of Indenture
Restricted to Parties and Securityholders.


 


Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and
their successors and assigns and the holders of the Securities, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties
hereto and their successors and assigns and the holders of the Securities.


 


SECTION 15.02. Provisions Binding
on Company’s Successors.


 


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


 


SECTION 15.03. Addresses for Notices,
etc., to Company and Trustee.


 


Any notice or demand which by any provisions of
this Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities to or on the Company
may be given or served by postage prepaid first class mail addressed (until another address is filed by the Company with the Trustee),
as follows: The Chemours Company, 1007 Market Street, Wilmington, Delaware 19898, Attn: General Counsel. Any notice, direction,
request or demand by any securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the principal corporate trust office of the Trustee as set forth in Section 4.02.


 


SECTION 15.04. Notice to Holders
of Securities; Waiver.


 


Except as otherwise expressly provided herein,
where this Indenture provides for notice of holders of Securities of any event, such notice shall be sufficiently given to holders
of Registered Securities if in writing and mailed, first-class postage prepaid, to each holder of a Registered Security affected
by such event, at the address of such holder as it appears in the Security Register, or by electronic delivery, as applicable,
not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice.


 


In case by reason of the suspension of regular
mail service or electronic delivery or by reason of any other cause it shall be impracticable to give such notice to holders of
Registered Securities by mail or electronic delivery, then such notification as shall be made with the approval of the Trustee
shall constitute sufficient notice to such holders for every purpose hereunder. In any case where notice to holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
holder of a Registered Security shall affect the sufficiency of such notice with respect to other holders of Registered Securities.


 




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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 of Securities shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


Any request, demand, authorization, direction,
notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.


 


SECTION 15.05. Evidence of Compliance
with Conditions Precedent.


 


Upon any application or demand by the Company
to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an 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, if any,
have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate
or opinion need be furnished.


 


Each Officer’s Certificate and Opinion of
Counsel provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such covenant
or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has
made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition
or covenant has been complied with.


 


SECTION 15.06. Legal Holidays.


 


In any case where the date of maturity of interest
on or principal of the Securities or the date fixed for redemption of any Securities shall be a Saturday or Sunday or a legal holiday
in New York, New York or Wilmington, Delaware or in such other place or places as the Company may designate pursuant to Section 4.02,
or a day on which banking institutions in The City of New York or Wilmington, Delaware or in such other place or places are authorized
by law or required by executive order to close, then payment of interest or principal (and premium, if any) need not be made on
such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity
or the date fixed for redemption, and no interest shall accrue for the period after such date.


 


SECTION 15.07. Trust Indenture
Act to Control.


 


If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included in


 




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this Indenture by any of Sections 310 to
317, inclusive, of the Trust Indenture Act, such required provision shall control.


 


SECTION 15.08. Execution in Counterparts.


 


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


 


SECTION 15.09. Governing Law.


 


This Indenture and each Security shall be deemed
to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance
with the laws of said State.


 


SECTION 15.10. WAIVER OF JURY TRIAL.


 


EACH OF THE COMPANY, THE TRUSTEE AND THE HOLDERS,
BY THEIR ACCEPTANCE OF THE SECURITIES, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS AMONG THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE
OR THE SECURITIES.


 


SECTION 15.11. USA PATRIOT Act.


 


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


 


SECTION 15.12. 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.


 


The Trustee, by its execution of this Indenture,
hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.


 


[Signature page follows]


 




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


 


	 	THE CHEMOURS COMPANY 
	 	 	 
	 	By:	/s/ Mark E. Newman
	 	 	Name: Mark E. Newman
	 	 	Title: Senior Vice President and Chief Financial Officer  
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee 
	 	 
	 	By:	/s/ Stephanie Roche
	 	 	Name: Stephanie Roche
	 	 	Title: Vice President