Exhibit 4.2 


 


SUSSEX BANCORP INC.,


 


Issuer 


 


to


 


[NAME OF TRUSTEE],


 


Trustee 


 


 



 


SENIOR DEBT INDENTURE


 


 



 


Dated as of                 ,
20        


 


Senior Debt Securities


 





 



 


Reconciliation and tie between


Trust Indenture Act of 1939 (the “Trust
Indenture Act”)


and Indenture


 


	
        Trust Indenture

        Act Section
	 	Indenture Section
	§310(a)(1)	 	607
	(a)(2)	 	607
	(b)	 	608
	§312(a)	 	701
	(b)	 	702
	(c)	 	702
	§313(a)	 	703
	(b)(2)	 	703
	(c)	 	703
	(d)	 	703
	§314(a)	 	704
	(c)(1)	 	102
	(c)(2)	 	102
	(e)	 	102
	§315(b)	 	602
	(e)	 	515
	§316(a) (last sentence)	 	101
	(a)(1)(A)	 	        502, 512
	(a)(1)(B)	 	513
	(b)	 	508
	§317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	§318(a)	 	108


 





 



Note: This
reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	 
	ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 	 
	Section 101.	 	Definitions	 	1
	Section 102.	 	Compliance Certificates and Opinions	 	7
	Section 103.	 	Form of Documents Delivered to Trustee	 	8
	Section 104.	 	Acts of Holders	 	8
	Section 105.	 	Notices, etc. to Trustee and Company	 	9
	Section 106.	 	Notice to Holders of Securities; Waiver	 	9
	Section 107.	 	Language of Notices	 	10
	Section 108.	 	Conflict with Trust Indenture Act	 	10
	Section 109.	 	Effect of Headings and Table of Contents	 	10
	Section 110.	 	Successors and Assigns	 	10
	Section 111.	 	Separability Clause	 	10
	Section 112.	 	Benefits of Indenture	 	10
	Section 113.	 	Governing Law	 	11
	Section 114.	 	Legal Holidays	 	11
	Section 115.	 	Counterparts	 	11
	Section 116.	 	Judgment Currency	 	11
	Section 117.	 	Extension of Payment Dates	 	11
	Section 118.	 	Immunity of Stockholders, Directors, Officers and Agents
of the Company	 	12
	Section 119.	 	Waiver of Jury Trial	 	12
	Section 120.	 	Force Majeure	 	12
	 
	ARTICLE TWO

SECURITIES FORMS
	 
	Section 201.	 	Forms Generally	 	12
	Section 202.	 	Form of Trustee’s Certificate of Authentication	 	12
	Section 203.	 	Securities in Global Form	 	13
	 
	ARTICLE THREE

THE SECURITIES
	 
	Section 301.	 	Amount Unlimited; Issuable in Series	 	13
	Section 302.	 	Currency; Denominations	 	16
	Section 303.	 	Execution, Authentication, Delivery and Dating	 	16
	Section 304.	 	Temporary Securities	 	17
	Section 305.	 	Registration, Transfer and Exchange	 	18
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	21
	Section 307.	 	Payment of Interest and Certain Additional Amounts; Rights
to Interest and Certain Additional Amounts Preserved	 	22
	Section 308.	 	Persons Deemed Owners	 	23
	Section 309.	 	Cancellation	 	23
	Section 310.	 	Computation of Interest	 	23


 




     


     


    

 


	ARTICLE FOUR

SATISFACTION AND DISCHARGE OF INDENTURE
	 
	Section 401.	 	Satisfaction and Discharge	24
	Section 402.	 	Defeasance and Covenant Defeasance	25
	Section 403.	 	Application of Trust Money	28
	Section 404.	 	Reinstatement	28
	 	 	 	 
	ARTICLE FIVE 

REMEDIES
	 	 	 	 
	Section 501.	 	Events of Default	28
	Section 502.	 	Acceleration of Maturity; Rescission and Annulment	29
	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by
Trustee	30
	Section 504.	 	Trustee May File Proofs of Claim	31
	Section 505.	 	Trustee May Enforce Claims without Possession of Securities
or Coupons	31
	Section 506.	 	Application of Money Collected	32
	Section 507.	 	Limitations on Suits	32
	Section 508.	 	Unconditional Right of Holders to Receive Principal and
any Premium, Interest and Additional Amounts	32
	Section 509.	 	Restoration of Rights and Remedies	33
	Section 510.	 	Rights and Remedies Cumulative	33
	Section 511.	 	Delay or Omission Not Waiver	33
	Section 512.	 	Control by Holders of Securities	33
	Section 513.	 	Waiver of Past Defaults	33
	Section 514.	 	Waiver of Usury, Stay or Extension Laws	34
	Section 515.	 	Undertaking for Costs	34
	 
	ARTICLE SIX

THE TRUSTEE
	 
	Section 601.	 	Certain Rights of Trustee	34
	Section 602.	 	Notice of Defaults	35
	Section 603.	 	Not Responsible for Recitals or Issuance of Securities	36
	Section 604.	 	May Hold Securities	36
	Section 605.	 	Money Held in Trust	36
	Section 606.	 	Compensation and Reimbursement	36
	Section 607.	 	Corporate Trustee Required; Eligibility	37
	Section 608.	 	Resignation and Removal; Appointment of Successor	37
	Section 609.	 	Acceptance of Appointment by Successor	38
	Section 610.	 	Merger, Conversion, Consolidation or Succession to Business	39
	Section 611.	 	Appointment of Authenticating Agent	39
	 	 	 	 
	ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 
	Section 701.	 	Company to Furnish Trustee Names and Addresses of Holders	40
	Section 702.	 	Preservation of Information; Communications to Holders	41
	Section 703.	 	Reports by Trustee	41
	Section 704.	 	Reports by Company	41


 




     


     


    

 


	ARTICLE EIGHT

CONSOLIDATION, MERGER AND SALES
	 
	Section 801.	 	Company May Consolidate, Etc., Only on Certain Terms	42
	Section 802.	 	Successor Person Substituted for Company	43
	 
	ARTICLE NINE

SUPPLEMENTAL INDENTURES
	 
	Section 901.	 	Supplemental Indentures without Consent of Holders	43
	Section 902.	 	Supplemental Indentures with Consent of Holders	44
	Section 903.	 	Execution of Supplemental Indentures	45
	Section 904.	 	Effect of Supplemental Indentures	45
	Section 905.	 	Reference in Securities to Supplemental Indentures	45
	Section 906.	 	Conformity with Trust Indenture Act	45
	 	 	 	 
	ARTICLE TEN

COVENANTS
	 	 	 	 
	Section 1001.	 	Payment of Principal, Premium, Interest and Additional Amounts	46
	Section 1002.	 	Maintenance of Office or Agency	46
	Section 1003.	 	Money for Securities Payments to Be Held in Trust	47
	Section 1004.	 	Additional Amounts	48
	Section 1005.	 	Corporate Existence 	49
	Section 1006.	 	Maintenance of Properties	49
	Section 1007.	 	Waiver of Certain Covenants	49
	Section 1008.	 	Company Statement as to Compliance	49
	 
	ARTICLE ELEVEN

REDEMPTION OF SECURITIES
	 
	Section 1101.	 	Applicability of Article	49
	Section 1102.	 	Election to Redeem; Notice to Trustee	50
	Section 1103.	 	Selection by Trustee of Securities to be Redeemed	50
	Section 1104.	 	Notice of Redemption	50
	Section 1105.	 	Deposit of Redemption Price	51
	Section 1106.	 	Securities Payable on Redemption Date	52
	Section 1107.	 	Securities Redeemed in Part	52
	 	 	 	 
	ARTICLE TWELVE

SINKING FUNDS
	Section 1201.	 	Applicability of Article	53
	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities	53
	Section 1203.	 	Redemption of Securities for Sinking Fund	53
	 	 	 	 
	ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS
	 
	Section 1301.	 	Applicability of Article	54


 




     


     


    

 


	ARTICLE FOURTEEN

SECURITIES IN FOREIGN CURRENCIES
	 
	Section 1401.	 	Applicability of Article	54
	 
	ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES
	 
	Section 1501.	 	Purposes for Which Meetings May Be Called	54
	Section 1502.	 	Call, Notice and Place of Meetings	54
	Section 1503.	 	Persons Entitled to Vote at Meetings	55
	Section 1504.	 	Quorum; Action	55
	Section 1505.	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	56
	Section 1506.	 	Counting Votes and Recording Action of Meetings	56


 




     


     


    

 


SENIOR DEBT INDENTURE, dated as of             ,
20    (the “Indenture”), between Sussex Bancorp, a corporation duly organized and existing under
the laws of the State of New Jersey (hereinafter called the “Company”), having its principal executive office located
at 100 Enterprise Drive, Suite 700, Rockaway, New Jersey 07866, and                 ,
a banking association duly organized and existing under the laws of                 (hereinafter
called the “Trustee”).


 


RECITALS 


 


The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its senior unsecured debentures, notes or other evidences of indebtedness
(hereinafter called the “Securities”), unlimited as to principal amount, to bear such rates of interest, to mature
at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided.


 


The Company has duly authorized the execution and delivery of
this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have
been done.


 


This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder that are
required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE 


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION 


 


Section 101. Definitions.


 


Except as otherwise expressly provided in or pursuant to this
Indenture or unless the context otherwise requires, for all purposes of this Indenture:


 


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


 


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


 


(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;


 


(4) the words “herein”, “hereof”, “hereto”
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;


 


(5) the word “or” is always used inclusively (for
example, the phrase “A or B” means “A or B or both”, not “either A or B but not both”);


 


(6) provisions apply to successive events and transactions;


 


(7) the term “merger” includes a statutory share
exchange and the terms “merge” and “merged” have correlative meanings;


 


(8) the masculine gender includes the feminine and the neuter;
and


 


(9) references to agreements and other instruments include subsequent
amendments and supplements thereto.


 




    	 	1	 



     


    

 


Certain terms used principally in certain Articles hereof are
defined in those Articles.


 


“Act”, when used with respect to any Holders, has
the meaning specified in Section 104.


 


“Additional Amounts” means any
additional amounts which are required by this Indenture or by any Security, or by the terms of any Security established pursuant
to Section 301, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes, duties,
levies, imposts, assessments or other governmental charges imposed on Holders specified herein or therein.


 


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


 


“Authenticating Agent” means any Person authorized
by the Trustee pursuant to Section 611 to act on behalf of the Trustee to authenticate Securities of one or more series.


 


“Authorized Newspaper” means a newspaper, in an
official language of the place of publication or in the English language, customarily published on each day that is a Business
Day in the place of publication, whether or not published on days that are not Business Days in the place of publication, and of
general circulation in each place in connection with which the term is used or in the financial community of each such place. Where
successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or
in different newspapers in the same place meeting the foregoing requirements and in each case on any day that is a Business Day
in the place of publication.


 


“Bearer Security” means any Security in the form
established pursuant to Section 201 which is payable to bearer.


 


“Board of Directors” means the board of directors
of the Company or any committee of that board duly authorized to act generally or in any particular respect for the Company hereunder.
The term “board of directors” means the board of directors of the Company and does not include committees of the board
of directors.


 


“Board Resolution” means a copy of one or more resolutions,
certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to
be in full force and effect on the date of such certification, delivered to the Trustee.


 


“Business Day” means, unless otherwise specified
with respect to the Securities of any series pursuant to Section 301, any day other than a Saturday, Sunday or other day on
which banking institutions in The City of New York or Rockaway, New Jersey are authorized or obligated by law, regulation or executive
order to close; provided that such term shall mean, when used with respect to any payment of principal of, or premium or interest,
if any, on, or Additional Amounts with respect to, the Securities of any series to be made at any Place of Payment for such Securities,
unless otherwise specified pursuant to Section 301 with respect to such Securities, any day other than a Saturday, Sunday
or other day on which banking institutions in such Place of Payment are authorized or obligated by law, regulation or executive
order to close.


 


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


 


“Common Stock” includes any stock of any class of
the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company.


 


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


 




    	 	2	 



     


    

 


“Company Request” and “Company Order”
mean, respectively, a written request or order, as the case may be, signed in the name of the Company by the Chairman, the Chief
Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.


 


“Conversion Event” means the cessation of use of
(i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for
the settlement of transactions by a central bank or other public institutions of or within the international banking community
or (ii) any currency unit or composite currency for the purposes for which it was established.


 


“Corporate Trust Office” means the principal office
of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located
at                                     or
such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate
trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice
to the Holders and the Company).


 


“corporation” includes corporations, partnerships,
associations, limited liability companies and other companies, and business trusts.


 


“Coupon” means any interest coupon appertaining
to a Bearer Security.


 


“Currency”, with respect to any payment, deposit
or other transfer in respect of the principal of or any premium or interest on or any Additional Amounts with respect to any Security,
means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is required to be made
by or pursuant to the terms hereof or such Security and, with respect to any other payment, deposit or transfer pursuant to or
contemplated by the terms hereof or such Security, means Dollars.


 


“CUSIP number” means the alphanumeric designation
assigned to a Security by Standard & Poor’s, CUSIP Service Bureau.


 


“Defaulted Interest” has the meaning specified in
Section 307.


 


“Depository” means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person designated as depository by the Company in or pursuant
to this Indenture, and, unless otherwise provided with respect to any Security, any successor to such Person. If at any time there
is more than one such Person, “Depository” shall mean, with respect to any Securities, the depository which has been
appointed with respect to such Securities.


 


“Dollars” or “$” means a dollar or other
equivalent unit of legal tender for payment of public or private debts in the United States of America.


 


“Event of Default” has the meaning specified in
Section 501.


 


“Exchange Act” means the Securities Exchange Act
of 1934, as amended, or any successor thereto, in each case as amended from time to time.


 


“Foreign Currency” means any currency, currency
unit or composite currency issued by the government of one or more countries other than the United States of America or by any
recognized confederation or association of such government.


 


“GAAP” and “generally accepted accounting
principles” mean, unless otherwise specified with respect to any series of Securities pursuant to Section 301, such
accounting principles as are generally accepted in the United States of America as of the date or time of any computation required
hereunder.


 




    	 	3	 



     


    

 


“Government Obligations” means securities
which are (i) direct obligations of the United States of America or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or any premium or interest on the relevant Security
or any Additional Amounts in respect thereof shall be payable, in each case where the payment or payments thereunder are
supported by the full faith and credit of such government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of America or such other government or
governments, in each case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and
credit obligation by the United States of America or such other government or governments, and which, in the case of
(i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or
other amount with respect to the Government Obligation evidenced by such depository receipt.


 


“Holder”, in the case of any Registered Security,
means the Person in whose name such Security is registered in the Security Register and, in the case of any Bearer Security, means
the bearer thereof and, in the case of any Coupon, means the bearer thereof.


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and, with respect to any Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 301 (as such terms and provisions may be amended pursuant to the applicable
provisions hereof), provided, however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture”
shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of those particular series of Securities for which such Person
is Trustee established pursuant to Section 301, exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted.


 


“Indexed Security” means a Security the terms of
which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof
at original issuance.


 


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


 


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


 


“Judgment Currency” has the meaning specified in
Section 116.


 


“Maturity”, with respect to any Security, means
the date on which the principal of such Security or an installment of principal becomes due and payable as provided in or pursuant
to this Indenture or such Security, whether at the Stated Maturity or by declaration of acceleration, upon redemption at the option
of the Company, upon repurchase or repayment at the option of the Holder or otherwise, and includes a Redemption Date for such
Security and a date fixed for the repurchase or repayment of such Security at the option of the Holder.


 


“New York Banking Day” has the meaning specified
in Section 116.


 


“Office” or “Agency”, with respect to
any Securities, means an office or agency of the Company maintained or designated in a Place of Payment for such Securities pursuant
to Section 1002 or any other office or agency of the Company maintained or designated for such Securities pursuant to Section 1002
or, to the extent designated or required by Section 1002 in lieu of such office or agency, the Corporate Trust Office of the
Trustee.


 




    	 	4	 



     


    

 


“Officers’ Certificate” means a certificate
signed by the Chairman, the Chief Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of the Company, that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.


 


“Opinion of Counsel” means a written opinion of
counsel, who may be an employee of or counsel for the Company or other counsel who shall be reasonably acceptable to the Trustee,
that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act.


 


“Original Issue Discount Security”
means a Security issued pursuant to this Indenture which provides for an amount less than the principal face amount thereof to
be due and payable upon declaration of acceleration pursuant to Section 502.


 


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


 


	 	(a)	any such Security theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation; 


 


	 	(b)	any such Security for whose payment at the Maturity thereof money in the necessary amount (or, to the extent that such Security is payable at such Maturity in shares of Common Stock or other securities or property, Common Stock or such other securities or property in the necessary amount, together with, if applicable, cash in lieu of fractional shares or securities) has been theretofore deposited pursuant hereto (other than pursuant to Section 402) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any Coupons appertaining thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 


 


	 	(c)	any such Security with respect to which the Company has effected defeasance or covenant defeasance pursuant to Section 402, except to the extent provided in Section 402; 


 


	 	(d)	any such Security which has been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, unless there shall have been presented to the Trustee proof satisfactory to it that such Security is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company; and 


 


	 	(e)	any such Security converted or exchanged as contemplated by this Indenture into Common Stock or other securities or property, if the terms of such Security provide for such conversion or exchange pursuant to Section 301; 


 


provided, however, that in determining whether the Holders
of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent
or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, (i) the principal amount of
an 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 pursuant to the terms of such Original Issue Discount
Security would be declared (or shall have been declared to be) due and payable upon a declaration of acceleration thereof pursuant
to Section 502 at the time of such determination, and (ii) the principal amount of any Indexed Security that may be counted
in making such determination and that shall be deemed Outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the principal
amount of a Security denominated in a Foreign Currency that may be counted in making such determination and that shall be deemed
Outstanding for such purposes shall be the Dollar equivalent, determined on the date of original issuance of such Security, of
the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of original issuance
of such Security of the amount determined as provided in (i) above) of such Security, and (iv) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination
or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee’s
right so to act with respect to such Securities and (B) that the pledgee is not the Company or any other obligor upon the
Securities or any Coupons appertaining thereto or an Affiliate (other than a Trust) of the Company or such other obligor.


 




    	 	5	 



     


    

 


“Paying Agent” means any Person authorized by the
Company, including the Company, to pay the principal of, or any premium or interest on, or any Additional Amounts with respect
to, any Security or any Coupon on behalf of the Company.


 


“Person” and “person” mean any individual,
corporation, partnership, association, limited liability company, other company, business trust, joint venture, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof.


 


“Place of Payment”, with respect to any Security,
means the place or places where the principal of, or any premium or interest on, or any Additional Amounts with respect to such
Security are payable as provided in or pursuant to this Indenture or such Security.


 


“Predecessor Security” of any particular Security
means every previous Security evidencing all or a portion of the same indebtedness as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which a mutilated, destroyed, lost or stolen Coupon
appertains shall be deemed to evidence the same indebtedness as the lost, destroyed, mutilated or stolen Security or the Security
to which a mutilated, destroyed, lost or stolen Coupon appertains.


 


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


 


“Redemption Price”, with respect to any Security
or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture
or such Security.


 


“Registered Security” means any Security established
pursuant to Section 201 which is registered in the Security Register.


 


“Regular Record Date” for the interest payable on
any Registered Security on any Interest Payment Date therefor means the date, if any, specified in or pursuant to this Indenture
or such Security as the record date for the payment of such interest.


 


“Required Currency” has the meaning specified in
Section 116.


 


“Responsible Officer” means, when used with respect
to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.


 


“Securities Act” means the Securities Act of 1933,
as amended, or any successor thereto, in each case as amended from time to time.


 


“Security” or “Securities” means any
note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, authenticated
and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee
under this Indenture, “Securities”, with respect to any such Person, shall mean Securities authenticated and delivered
under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.


 




    	 	6	 



     


    

 


“Security Register” and “Security Registrar”
have the respective meanings specified in Section 305.


 


“Significant Subsidiary” means any Subsidiary of
the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated by the Commission
(as such rule is in effect on the date of this Indenture).


 


“Special Record Date” for the payment of any Defaulted
Interest on any Registered Security means a date fixed by the Trustee pursuant to Section 307.


 


“Stated Maturity”, with respect to any Security
or any installment of principal thereof or interest thereon or any Additional Amounts with respect thereto, means the date established
by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such installment
of principal or interest is, or such Additional Amounts are, due and payable.


 


“Subsidiary” means a corporation or a partnership
or a limited liability company a majority of the outstanding voting stock or partnership or membership interests, as the case may
be, of which is owned or controlled, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company.
For the purposes of this definition, “voting stock” means stock having voting power for the election of directors,
or trustees, as the case may be, whether at all times or only so long as no senior class of stock has voting power by reason of
any contingency.


 


“Trust Indenture Act” means the Trust Indenture
Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such
Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the case may be.


 


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


 


“United States”, means the United States of America
(including the states thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction;
and the term “United States of America” means the United States of America.


 


“United States Alien”, except as otherwise provided
in or pursuant to this Indenture or any Security, means 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
one or more of the members of which 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.


 


“Vice President”, when used with respect to the
Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after
the title “Vice President”.


 


Section 102. Compliance Certificates and Opinions.


 


Except as otherwise expressly provided in or pursuant to this
Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture,
the Company shall furnish to the Trustee an Officers’ 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 request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be furnished.


 




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Section 103. Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section 104. Acts of Holders.


 


(1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by or pursuant to this Indenture to be made, given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing.
If, but only if, Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be made, given or taken by Holders of Securities of
such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly
called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and any such record.
Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument
or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company
and any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders
of Securities shall be proved in the manner provided in Section 1506.


 


Without limiting the generality of this Section 104, unless
otherwise provided in or pursuant to this Indenture, a Holder, including a Depository that is a Holder of a global Security, may
make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver or other Act provided in or pursuant to this Indenture or the Securities to be made, given or taken by Holders, and a Depository
that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global
Security through such Depository’s standing instructions and customary practices.


 


(2) The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance with such
reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to any of
the matters referred to in this Section.


 


(3) The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, shall be proved
by the Security Register.


 




    	 	8	 



     


    

 


(4) The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, may be proved
by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or
other depositary reasonably acceptable to the Company, wherever situated, if such certificate shall be deemed by the Company and
the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person
holding such Bearer Securities, if such certificate or affidavit is deemed by the Company and the Trustee to be satisfactory. The
Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such
Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held by the Person
so executing such instrument or writing and the date of the commencement and the date of the termination of holding the same may
also be proved in any other manner which the Company and the Trustee deem sufficient.


 


(5) If the Company shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may at its option (but
is not obligated to), by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities
entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of Registered Securities of record at the close of business on such record date shall be deemed to be
Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose
the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent
by the Holders of Registered Securities shall be deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than six months after the record date.


 


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


 


Section 105. Notices, etc. to Trustee and Company.


 


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


 


(1) the Trustee by any Holder or the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office,
or


 


(2) the Company by the Trustee or any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid,
to the Company addressed to the attention of its Treasurer at the address of its principal office specified in the first paragraph
of this instrument or at any other address previously furnished in writing to the Trustee by the Company.


 


Section 106. Notice to Holders of Securities; Waiver.


 


Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of any event,


 


(1) 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 his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice; and


 


(2) such notice shall be sufficiently given to Holders of Bearer
Securities, if any, if published in an Authorized Newspaper in The City of New York and, if such Securities are then listed on
any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise the Trustee that
such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier than the earliest
date and the second such publication not later than the latest date prescribed for the giving of such notice.


 




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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 or the
sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In the case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of
Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval
of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency
of any notice mailed to Holders of Registered Securities as provided above.


 


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.


 


Section 107. Language of Notices.


 


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


 


Section 108. Conflict with Trust Indenture Act.


 


If any provision hereof limits, qualifies or conflicts with
any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required
provision shall control.


 


Section 109. Effect of Headings and Table of Contents.


 


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


 


Section 110. Successors and Assigns.


 


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


 


Section 111. Separability Clause.


 


In case any provision in this Indenture, any Security or any
Coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall
not, to the fullest extent permitted by law, in any way be affected or impaired thereby.


 


Section 112. Benefits of Indenture.


 


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


 




    	 	10	 



     


    

 


Section 113. Governing Law.


 


This Indenture, the Securities and any Coupons shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into
and, in each case, performed in said State.


 


Section 114. Legal Holidays.


 


Unless otherwise specified in or pursuant to this Indenture
or any Securities, in any case where any Interest Payment Date, Stated Maturity or Maturity of, or any other day on which a payment
is due with respect to, any Security shall be a day which is not a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture, any Security or any Coupon other than a provision in any Security or Coupon or in the Board
Resolution, Officers’ Certificate or supplemental indenture establishing the terms of any Security that specifically states
that such provision shall apply in lieu hereof) payment need not be made at such Place of Payment on such date, but such payment
may be made on the next succeeding day that is a Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date, at the Stated Maturity or Maturity or on any such other payment date, as the case may be, and no
interest shall accrue on the amount payable on such date or at such time for the period from and after such Interest Payment Date,
Stated Maturity, Maturity or other payment date, as the case may be, to the next succeeding Business Day.


 


Section 115. Counterparts.


 


This Indenture may be executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the same instrument.


 


Section 116. Judgment Currency.


 


The Company agrees, to the fullest extent that it may effectively
do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the
sum due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the Securities of any series (the
“Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the
rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding that on which a final unappealable
judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not
be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause
(a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount,
if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing,
“New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day
on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed.
The provisions of this Section 116 shall not be applicable with respect to any payment due on a Security which is payable
in Dollars.


 


Section 117. Extension of Payment Dates.


 


In the event that (i) the terms of any Security or Coupon
appertaining thereto established in or pursuant to this Indenture permit the Company or any Holder thereof to extend the date on
which any payment of principal of, or premium, if any, or interest, if any, on, or Additional Amounts, if any, with respect to
such Security or Coupon is due and payable and (ii) the due date for any such payment shall have been so extended, then all
references herein to the Stated Maturity of such payment (and all references of like import) shall be deemed to refer to the date
as so extended.


 




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Section 118. Immunity of Stockholders, Directors, Officers
and Agents of the Company. 


 


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 past,
present or future stockholder, employee, officer or director, as such, of the Company or of any predecessor or successor, either
directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities.


 


Section 119. Waiver of Jury Trial. 


 


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


 


Section 120. Force Majeure. 


 


In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


ARTICLE TWO 


 


SECURITIES FORMS 


 


Section 201. Forms Generally.


 


Each Registered Security, Bearer Security, Coupon and temporary
or permanent global Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution
and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, shall have such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture
or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may, consistently herewith, be determined by the officer of the Company executing such Security or Coupon as
evidenced by the execution of such Security or Coupon.


 


Unless otherwise provided in or pursuant to this Indenture or
any Securities, the Securities shall be issuable in registered form without Coupons.


 


Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or
may be produced in any other manner, all as determined by the officer of the Company executing such Securities or Coupons, as evidenced
by the execution of such Securities or Coupons.


 


Section 202. Form of Trustee’s Certificate of
Authentication.


 


Subject to Section 611, the Trustee’s certificate
of authentication shall be in substantially the following form:


 


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


 


	 	 	 	 
	 	,
	 	as Trustee
	 	By:	 	

	 	 	 	Authorized Signatory


 




    	 	12	 



     


    

 


Section 203. Securities in Global Form.


 


Unless otherwise provided in or pursuant to this Indenture or
any Securities, the Securities shall not be issuable in global form. If Securities of a series shall be issuable in temporary or
permanent global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount
of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon or reflected on the books and records of the Trustee and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global
form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301
with respect to such Security or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto.
Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in global form in the manner and upon instructions given by the Person or Persons specified therein or pursuant to Section 301
with respect to such Security or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been,
or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing
but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel.
Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities
as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities
of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges,
shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall
take such other actions, all as contemplated by Section 305.


 


Notwithstanding the provisions of Section 307, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional
Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 308 and except
as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security
in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer
form, the Person or Persons specified pursuant to Section 301.


 


ARTICLE THREE 


 


THE SECURITIES 


 


Section 301. Amount Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in one or more series.


 


With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to one or more Board Resolutions and set forth in an Officers’ Certificate,
or established in one or more indentures supplemental hereto, prior to the issuance of any Securities of a series,


 


(1) the title of the Securities of such series;


 


(2) any limit upon the aggregate principal amount of the Securities
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 such series pursuant to Section 304,
305, 306, 905 or 1107, upon repayment in part of any Security of such series pursuant to Article Thirteen or upon surrender
in part of any Security for conversion or exchange into Common Stock or other securities or property pursuant to its terms), and
if such series may be reopened from time to time for the issuance of additional Securities of such series or to establish additional
terms of such series;


 




    	 	13	 



     


    

 


(3) if such Securities are to be issuable as Registered Securities,
as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are to
be issuable with Coupons, without Coupons or both, and any restrictions applicable to the offer, sale or delivery of the Bearer
Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;


 


(4) if any of such Securities are to be
issuable in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities are
to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global
Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination,
and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305, (iii) the
name of the Depository with respect to any such global Security and (iv) if applicable and in addition to the Persons specified
in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give
the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203;


 


(5) if any of such Securities are to be issuable as Bearer Securities,
the date as of which any such Bearer Security shall be dated (if other than the date of original issuance of the first of such
Securities to be issued);


 


(6) if any of such Securities are to be issuable as Bearer Securities,
whether interest in respect of any portion of a temporary Bearer Security in global form payable in respect of an Interest Payment
Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities shall be paid to any clearing
organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and
conditions (including any certification requirements) upon which any such interest payment received by a clearing organization
will be credited to the Persons entitled to interest payable on such Interest Payment Date;


 


(7) the date or dates, or the method or methods, if any, by
which such date or dates shall be determined, on which the principal and premium, if any, of such Securities is payable;


 


(8) the rate or rates at which such Securities shall bear interest,
if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, from which
such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment
Dates, if any, on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on Registered
Securities on any Interest Payment Date, the notice, if any, to Holders regarding the determination of interest on a floating rate
Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day
year of twelve 30-day months;


 


(9) if in addition to or other than the Borough of Manhattan,
The City of New York, the place or places where the principal of, any premium and interest on or any Additional Amounts with respect
to such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered for registration
of transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon
the Company in respect of such Securities and this Indenture may be served;


 


(10) whether any of such Securities are to be redeemable at
the option of the Company and, if so, the date or dates on which, the period or periods within which, the price or prices at which
and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Company;


 


(11) if the Company is obligated to redeem or purchase any of
such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof and, if so, the date
or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which
such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing
of such Securities so redeemed or purchased;


 


(12) the denominations in which any of such Securities that
are Registered Securities shall be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations
in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;


 




    	 	14	 



     


    

 


(13) whether the Securities of the series will be convertible
into and/or exchangeable for Common Stock or other securities or property, and if so, the terms and conditions upon which such
Securities will be so convertible or exchangeable, and any deletions from or modifications or additions to this Indenture to permit
or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof;


 


(14) if other than the principal amount thereof, the portion
of the principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the method by which such portion is to be determined;


 


(15) if other than Dollars, the Foreign Currency in which payment
of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable;


 


(16) if the principal of, any premium or interest on or any
Additional Amounts with respect to any of such Securities are to be payable, at the election of the Company or a Holder thereof
or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or
dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and
the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and
the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications
of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable,
at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency;


 


(17) if the amount of payments of principal of, any premium
or interest on or any Additional Amounts with respect to such Securities may be determined with reference to an index, formula
or other method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies,
commodities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts
shall be determined and paid or payable;


 


(18) any deletions from, modifications of or additions to the
Events of Default or covenants of the Company with respect to any of such Securities (whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set forth herein), and if Section 1007 shall be applicable
with respect to any such additional covenants;


 


(19) if any one or more of Section 401 relating to satisfaction
and discharge, Section 402(2) relating to defeasance or Section 402(3) relating to covenant defeasance shall not be applicable
to the Securities of such series, and any covenants in addition to or other than those specified in Section 402(3) relating
to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject
to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company’s obligation
to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance
or covenant defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange
such Securities into Common Stock or other securities or property, if the right to effect such conversion or exchange will be subject
to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402,
and any deletions from, or modifications or additions to, the provisions of Article Four (including any modification which would
permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding
Securities of such series) in respect of the Securities of such series;


 


(20) if any of such Securities are to be issuable upon the exercise
of warrants, and the time, manner and place for such Securities to be authenticated and delivered;


 


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


 


(22) whether and under what circumstances the Company will pay
Additional Amounts on such Securities to any holder who is a United States Alien in respect of any tax, assessment or other government
charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts;


 


(23) if there is more than one Trustee, the identity of the
Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to
such Securities;


 




    	 	15	 



     


    

 


(24) the Person to whom any interest on any Registered Security
of such series shall be payable, if other than the Person in whose name the Registered Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom,
any interest on any Bearer Security of such series shall be payable, if other than upon presentation and surrender of the Coupons
appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary
global Security will be paid if other than in the manner provided in this Indenture;


 


(25) whether and to what extent the Securities
shall be guaranteed by any Person or Persons; and


 


(26) any other terms of such Securities and any deletions from
or modifications or additions to this Indenture in respect of such Securities.


 


All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as to Currency of payments due thereunder, denomination
and the rate of interest, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if
any, shall accrue and except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth in
the Officers’ Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities.
The terms of the Securities of any series may provide, without limitation, that the Securities shall be authenticated and delivered
by the Trustee on original issue from time to time upon telephonic or written order of persons designated in the Board Resolution,
Officers’ Certificate or supplemental indenture, as the case may be, pertaining to such series of Securities (telephonic
instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent
with such Board Resolution, Officers’ Certificate or supplemental indenture, such terms and conditions of the Securities
of such series as are specified in such Board Resolution, Officers’ Certificate or supplemental indenture. All Securities
of any one series need not be issued at the same time and, if so provided by the Company as contemplated by this Section 301,
a series may be reopened from time to time without the consent of any Holders for issuances of additional Securities of such series
or to establish additional terms of such series of Securities.


 


If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or
prior to the delivery of the Officers’ Certificate setting forth the terms of such series.


 


Section 302. Currency; Denominations.


 


Unless otherwise provided in or pursuant to this Indenture,
the principal of, any premium and interest on and any Additional Amounts with respect to the Securities shall be payable in Dollars.
Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in registered
form without Coupons in denominations of $1,000 and any integral multiple thereof, and the Bearer Securities denominated in Dollars
shall be issuable in the denomination of $5,000. Securities not denominated in Dollars shall be issuable in such denominations
as are established with respect to such Securities in or pursuant to this Indenture.


 


Section 303. Execution, Authentication, Delivery and
Dating.


 


Securities shall be executed on behalf of the Company by its
Chairman, its President or one of its Vice Presidents and by its Treasurer, one of its Assistant Treasurers, its Secretary or one
of its Assistant Secretaries and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. Coupons
shall be executed on behalf of the Company by the Chairman, the President or any Vice President of the Company. The signature of
any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile.


 


Securities and any Coupons appertaining thereto bearing the
manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall, to the fullest extent
permitted by law, 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 or Coupons.


 




    	 	16	 



     


    

 


At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities, together with any Coupons appertaining thereto, executed by
the Company, to the Trustee for authentication and, provided that the Board Resolution and Officers’ Certificate or
supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company Order for
the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the
Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. In
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel to the following
effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall deem
appropriate:


 


(a) the form or forms and terms of such Securities and Coupons,
if any, have been established in conformity with Sections 201 and 301 of this Indenture;


 


(b) all conditions precedent set forth in Sections 201,
301 and 303 of this Indenture to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto have
been complied with and that such Securities, and Coupons, when completed by appropriate insertions (if applicable), executed by
duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication
pursuant to this Indenture, and authenticated and delivered by the Trustee and issued by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency,
reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting
creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in
a proceeding in equity or at law).


 


If all the Securities of any series are not to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion,
with such modifications as counsel shall deem appropriate, shall be delivered at or before the time of issuance of the first Security
of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Securities of
such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in
this Indenture relating to authentication and delivery of such Securities continue to have been complied with.


 


The Trustee shall not be required to authenticate or to cause
an Authenticating Agent to authenticate any 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 or if the Trustee, being advised by counsel, determines that such action may not lawfully
be taken.


 


Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture.


 


No Security or Coupon appertaining thereto 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 in Section 202 or 611 executed by or on behalf of the Trustee or
by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as
permitted by Section 306 or 307 or as may otherwise be provided in or pursuant to this Indenture, the Trustee shall not authenticate
and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled.


 


Section 304. Temporary Securities.


 


Pending the preparation of definitive Securities, the Company
may execute and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner provided
in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued,
in registered form or, if authorized in or pursuant to this Indenture, in bearer form with one or more Coupons or without Coupons
and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such
Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may be in
global form.


 




    	 	17	 



     


    

 


Except in the case of temporary Securities in global
form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established
pursuant to Section 301, if temporary Securities are issued, the Company shall cause definitive Securities to be
prepared without unreasonable delay. Except as otherwise provided in or pursuant to this Indenture, after the preparation of
definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary
Securities, such temporary Securities shall be exchangeable for such definitive Securities upon surrender of such temporary
Securities at an Office or Agency for such Securities, without charge to any Holder thereof. Except as otherwise provided in
or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities (accompanied by any
unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized denominations of the same series and containing
identical terms and provisions; provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture, shall be delivered in exchange for a temporary Registered Security; and provided, further,
that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the
conditions set forth in or pursuant to this Indenture. Unless otherwise provided in or pursuant to this Indenture with
respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of such series.


 


Section 305. Registration, Transfer and Exchange.


 


With respect to the Registered Securities of each series, if
any, the Company shall cause to be kept a register (each such register being herein sometimes referred to as the “Security
Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities
of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise
specified in or pursuant to this Indenture or the Securities, the initial Security Registrar for each series of Securities shall
be as specified in the penultimate paragraph of Section 1002. The Company shall have the right to remove and replace from
time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall
have accepted such appointment. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect
to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There
shall be only one Security Register for each series of Securities.


 


Except as otherwise provided in or pursuant to this Indenture,
upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Registered Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions.


 


Except as otherwise provided in or pursuant to this Indenture,
at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series
containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender
of the Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive.


 




    	 	18	 



     


    

 


If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities
of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate
principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, with all unmatured
Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing
Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is
furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except
as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender
of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security
of such series and like tenor after the close of business at such Office or Agency on (i) any Regular 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 date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be
(or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the
Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture.


 


If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities
upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series.


 


Whenever any Securities are surrendered for exchange as contemplated
by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.


 


Notwithstanding the foregoing, except as otherwise provided
in or pursuant to this Indenture, the global Securities of any series shall be exchangeable for definitive certificated Securities
of such series only if (i) the Depository for such global Securities notifies the Company that it is unwilling or unable to
continue as a Depository for such global Securities or at any time the Depository for such global Securities ceases to be a clearing
agency registered as such under the Exchange Act, if so required by applicable law or regulation, and no successor Depository for
such Securities shall have been appointed within 90 days of such notification or of the Company becoming aware of the Depository’s
ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, determines that the Securities
of such series shall no longer be represented by one or more global Securities and executes and delivers to the Trustee a Company
Order to the effect that such global Securities shall be so exchangeable, or (iii) an Event of Default has occurred and is
continuing with respect to such Securities.


 




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If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or
(iii) of the preceding paragraph, 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 definitive Securities in such form and denominations
as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal
amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from time to time by the Depository (or its custodian)
as shall be specified in the Company Order with respect thereto (which the Company agrees to deliver), and in accordance with instructions
given to the Trustee and the Depository (which instructions shall be in writing but need not be contained in or accompanied by
an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities
as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion
of such surrendered 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 global Security to be exchanged, which (unless such Securities are not issuable
both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global Security
shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be
in the form of Bearer Securities or Registered Securities, or any combination thereof, and which shall be in such denominations
and, in the case of Registered Securities, registered in such names, as shall be specified by the Depository, but subject to the
satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to
be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant
to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered
to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the
Trustee to such Depository (or its custodian) or such other Depository (or its custodian) referred to above in accordance with
the instructions of the Company referred to above, and the Trustee shall endorse such global Security to reflect the decrease in
the principal amount thereof resulting from such exchange. If a Registered Security is issued in exchange for any portion of a
global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any
Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment
Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the
related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall 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 shall 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 global Security shall be payable in accordance with the provisions of this Indenture.


 


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 entitling the Holders thereof to the same
benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange.


 


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


 


No service charge shall be made for any registration of transfer
or exchange of Securities, or any redemption or repayment of Securities, or any conversion or exchange of Securities for other
types of securities or property, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant
to Section 304, 905 or 1107, upon repayment or repurchase in part of any Registered Security pursuant to Article Thirteen,
or upon surrender in part of any Registered Security for conversion or exchange into Common Stock or other securities or property
pursuant to its terms, in each case not involving any transfer.


 


Except as otherwise provided in or pursuant to this Indenture,
the Company shall not be required (i) to issue, register the transfer of or exchange any Securities during a period beginning
at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and terms and of
the same series under Section 1103 and ending at the close of business on the day of such selection, or (ii) to register
the transfer of or exchange any Registered Security, or portion thereof, so selected for redemption, except in the case of any
Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security
so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be
exchanged for a Registered Security of like tenor and terms and of the same series, provided that such Registered Security shall
be simultaneously surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture
or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder pursuant to Article Thirteen and not withdrawn, except the portion, if any, of such Security
not to be so repaid.


 


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


 




    	 	20	 



     


    

 


Neither the Trustee nor any Paying Agent shall have any responsibility
for any actions taken or not taken by the Depositary.


 


Section 306. Mutilated, Destroyed, Lost and Stolen Securities.



 


If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of this Section 306, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms
and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.


 


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


 


Notwithstanding the foregoing provisions of this Section 306,
in case any mutilated, destroyed, lost or stolen Security or Coupon has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, pay such Security or Coupon; provided, however, that payment of
principal of, any premium or interest on or any Additional Amounts with respect to any Bearer Securities shall, except as otherwise
provided in Section 1002, be payable only at an Office or Agency for such Securities located outside the United States and,
unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts with respect
to such interest shall be payable only upon presentation and surrender of the Coupons appertaining thereto.


 


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


 


Every new Security, with any Coupons appertaining thereto issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed,
lost or stolen Coupon appertains shall constitute a separate obligation of the Company, whether or not the destroyed, lost or stolen
Security and Coupons appertaining thereto or the destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series
and any Coupons, if any, duly issued hereunder.


 


The provisions of this Section, as amended or supplemented pursuant
to this Indenture with respect to particular Securities or generally, shall (to the extent lawful) be 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 or Coupons.


 




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Section 307. Payment of Interest and Certain Additional
Amounts; Rights to Interest and Certain Additional Amounts Preserved. 


 


Unless otherwise provided in or pursuant to this Indenture,
any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, and are punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor
Securities) is registered as of the close of business on the Regular Record Date for such interest. Unless otherwise provided in
or pursuant to this Indenture, in case a Bearer Security is surrendered in exchange for a Registered Security after the close of
business at an Office or Agency for such Security on any Regular Record Date therefor and before the opening of business at such
Office or Agency on the next succeeding Interest Payment Date therefor, such Bearer Security shall be surrendered without the Coupon
relating to such Interest Payment Date and interest shall not be payable on such Interest Payment Date in respect of the Registered
Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.


 


Unless otherwise provided in or pursuant to this Indenture,
any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, but shall not be punctually
paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having been such Holder;
and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:


 


(1) The Company may elect to make payment of any Defaulted Interest
to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Registered Security and the
date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such
deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the
Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid,
to the Holder of such Registered Security (or a Predecessor Security thereof) at his address as it appears in the Security Register
not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of
the Company cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough
of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Registered Security (or a Predecessor Security
thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (2). In case a Bearer Security is surrendered at the Office or Agency for such Security in exchange for a Registered
Security after the close of business at such Office or Agency on 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, such Bearer Security shall be surrendered
without the Coupon relating to such Defaulted Interest and Defaulted Interest shall not be payable on such proposed date of payment
in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such
Coupon when due in accordance with the provisions of this Indenture.


 


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


 


Unless otherwise provided in or pursuant to this Indenture or
the Securities of any particular series, at the option of the Company, interest on Registered Securities that bear interest may
be paid by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Register
or by transfer to an account maintained by the payee with a bank located in the United States of America.


 


Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 




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Section 308. Persons Deemed Owners.


 


Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose
of receiving payment of principal of, any premium and (subject to Sections 305 and 307) interest on and any Additional
Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and neither the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.


 


The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon
for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment
with respect to such Security or Coupon shall be overdue, and neither the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.


 


No holder of any beneficial interest in any global Security
held on its behalf by a Depository shall have any rights under this Indenture with respect to such global Security, and such Depository
may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such global Security for
all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global
Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 


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


 


Section 309. Cancellation.


 


All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee, and any such Securities and Coupons, as well as Securities and Coupons surrendered
directly to the Trustee for any such purpose, shall be cancelled promptly by the Trustee. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and all Securities so delivered shall be cancelled promptly 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 permitted by or pursuant
to this Indenture. All cancelled Securities and Coupons held by the Trustee shall be disposed of in accordance with its procedure
for the disposition of cancelled Securities and the Trustee shall deliver to the Company a certificate of such disposition, unless
by a Company Order the Company directs their return to it.


 


Section 310. Computation of Interest.


 


Except as otherwise provided in or pursuant to this Indenture
or in the Securities of any series, interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day
months.


 




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ARTICLE FOUR 


 


SATISFACTION AND DISCHARGE OF INDENTURE



 


Section 401. Satisfaction and Discharge.


 


Unless, pursuant to Section 301, the provisions of this
Section 401 shall not be applicable with respect to the Securities of any series, upon the direction of the Company by a Company
Order, this Indenture shall cease to be of further effect with respect to any series of Securities specified in such Company Order
and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when


 


(1) either


 


(a) all Securities of such series theretofore authenticated
and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series
surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required
or has been waived as provided in Section 305, (ii) Securities and Coupons of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 306, (iii) Coupons appertaining to Securities
of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided
in Section 1106, and (iv) Securities and Coupons of such series for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


(b) all Securities of such series and, in the case of (i) or
(ii) below, if applicable, any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation


 


(i) have become due and payable, or


 


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


 


(iii) if redeemable at the option of the Company, are to be
called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above,
has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which
such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Securities and any Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest
on, and, to the extent that the Securities of such series provide for the payment of Additional Amounts thereon and the amount
of any such Additional Amounts which are or will be payable with respect to the Securities of such series is at the time of deposit
determinable by the Company (in the exercise by the Company of its reasonable discretion), any Additional Amounts with respect
to, such Securities and any Coupons appertaining thereto, to the date of such deposit (in the case of Securities which have become
due and payable) or to the Maturity thereof, as the case may be;


 


(2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company with respect to the Outstanding Securities of such series and any Coupons appertaining thereto;
and


 


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


 


In the event there are Securities of two or more series Outstanding
hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only
if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are
met.


 


Notwithstanding the satisfaction and discharge of this Indenture
with respect to any series of Securities, the obligations of the Company to the Trustee under Section 606 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the
Company and the Trustee with respect to the Securities of such series under Sections 305, 306, 403, 404, 1002, 1003 and, if
applicable to the Securities of such series, 1004 (including, without limitation, with respect to the payment of Additional Amounts,
if any, with respect to such Securities as contemplated by Section 1004, but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 401(1)(b)),
any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 301 with respect to
the Securities of such series) to require the Company to repurchase or repay, and the obligations of the Company to repurchase
or repay, such Securities at the option of the Holders pursuant to Article Thirteen hereof, and any rights of Holders of the Securities
of such series (unless otherwise provided pursuant to Section 301 with respect to the Securities of such series) to convert
or exchange, and the obligations of the Company to convert or exchange, such Securities into Common Stock or other securities or
property, shall survive.


 




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Section 402. Defeasance and Covenant Defeasance.


 


(1) Unless, pursuant to Section 301, either or both of
(i) defeasance of the Securities of or within a series under clause (2) of this Section 402 or (ii) covenant
defeasance of the Securities of or within a series under clause (3) of this Section 402 shall not be applicable with
respect to the Securities of such series, then such provisions, together with the other provisions of this Section 402 (with
such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable
to such Securities and any Coupons appertaining thereto, and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of or within such series and any Coupons appertaining thereto, elect to have Section 402(2) or Section 402(3)
be applied to such Outstanding Securities and any Coupons appertaining thereto upon compliance with the conditions set forth below
in this Section 402. Unless otherwise specified pursuant to Section 301 with respect to the Securities of any series,
defeasance under clause (2) of this Section 402 and covenant defeasance under clause (3) of this Section 402
may be effected only with respect to all, and not less than all, of the Outstanding Securities of any series. To the extent that
the terms of any Security or Coupon appertaining thereto established in or pursuant to this Indenture permit the Company or any
Holder thereof to extend the date on which any payment of principal of, or premium, if any, or interest, if any, on, or Additional
Amounts, if any, with respect to such Security or Coupon is due and payable, then unless otherwise provided pursuant to Section 301,
the right to extend such date shall terminate upon defeasance or covenant defeasance, as the case may be.


 


(2) Upon the Company’s exercise of the above option applicable
to this Section 402(2) with respect to any Securities of or within a series, the Company shall be deemed to have been discharged
from its obligations with respect to such Outstanding Securities and any Coupons appertaining thereto on the date the conditions
set forth in clause (4) of this Section 402 are satisfied (hereinafter, “defeasance”). For this purpose,
such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any Coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding” only
for the purposes of clause (5) of this Section 402 and the other Sections of this Indenture referred to in clauses (i) through
(iv) of this paragraph, and to have satisfied all of its other obligations under such Securities and any Coupons appertaining
thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto 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: (i) the rights of Holders of such Outstanding Securities and any Coupons
appertaining thereto to receive, solely (except as provided in clause (ii) below) from the trust fund described in clause
(4)(a) of this Section 402 and as more fully set forth in this Section 402 and 403, payments in respect of the principal
of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities and any Coupons
appertaining thereto when such payments are due, (ii) the obligations of the Company and the Trustee with respect to such
Securities under Sections 305, 306, 1002, 1003 and, if applicable to the Securities of such series, 1004 (including, without limitation,
with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 1004,
but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to clause (4)(a) of this Section 402)), any rights of Holders of such Securities
(unless otherwise provided pursuant to Section 301 with respect to the Securities of such series) to require the Company to
repurchase or repay, and the obligations of the Company to repurchase or repay, such Securities at the option of the Holders pursuant
to Article Thirteen hereof, and any rights of Holders of such Securities (unless otherwise provided pursuant to Section 301
with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange,
such Securities into Common Stock or other securities or property, (iii) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (iv) this Section 402 and Sections 403 and 404. The Company may exercise its option
under this Section 402(2) notwithstanding the prior exercise of its option under Section 402(3) with respect to such
Securities and any Coupons appertaining thereto.


 




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(3) Upon the Company’s exercise of the above option applicable
to this Section 402(3) with respect to any Securities of or within a series, the Company shall be released from its obligations
under clauses (ii) and (iii) of Section 1005 and under Sections 1006, 1007, and 1008 and any other covenant applicable
to such Securities with respect to such Securities and any Coupons appertaining thereto shall cease to be applicable to such Securities
on and after the date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “covenant
defeasance”), and such Securities and any Coupons appertaining thereto shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection
with any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose,
such covenant defeasance means that with respect to such Outstanding Securities and any Coupons appertaining thereto, 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
or any such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a default or an Event of Default under Section 501(4) or 501(8)
or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and Coupons
appertaining thereto shall be unaffected thereby.


 


(4) The following shall be the conditions to application of
clause (2) or (3) of this Section 402 to any Outstanding Securities of or within a series and any Coupons appertaining
thereto:


 


(a) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with
the provisions of this Section 402 applicable to it) 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 and any Coupons appertaining
thereto, (1) an amount in Dollars or in such Foreign Currency in which such Securities and any Coupons appertaining thereto
are then specified as payable at Stated Maturity or, if such defeasance or covenant defeasance is to be effected in compliance
with subsection (f) below, on the relevant Redemption Date, as the case may be, or (2) Government Obligations applicable
to such Securities and Coupons appertaining thereto (determined on the basis of the Currency in which such Securities and Coupons
appertaining thereto are then specified as payable at Stated Maturity or, if such defeasance or covenant defeasance is to be effected
in compliance with subsection (f) below, on the relevant Redemption Date, as the case may be) 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 of principal of (and premium, if any) and interest, if any, on such Securities and any Coupons appertaining
thereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of
any reinvestment of such principal and interest, 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 (or other qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest, if any,
on, and, to the extent that such Securities provide for the payment of Additional Amounts thereon and the amount of any such Additional
Amounts which are or will be payable with respect to the Securities of such series is at the time of deposit determinable by the
Company (in the exercise by the Company of its reasonable discretion), any Additional Amounts with respect to, such Outstanding
Securities and any Coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest
or the applicable Redemption Date, as the case may be, and (z) any mandatory sinking fund payments or analogous payments applicable
to such Outstanding Securities and any Coupons appertaining thereto on the day on which such payments are due and payable in accordance
with the terms of this Indenture and of such Securities and any Coupons appertaining thereto.


 


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


 


(c) No Event of Default or event which with notice or lapse
of time or both would become an Event of Default with respect to such Securities and any Coupons appertaining thereto shall have
occurred and be continuing on the date of such deposit, and, solely in the case of defeasance under Section 402(2), no Event
of Default with respect to such Securities and any Coupons appertaining thereto under clause (5) or (6) of Section 501
or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any Coupons
appertaining thereto under clause (5) or (6) of Section 501 shall have occurred and be continuing at any time during
the period ending on and including the 91st day after the date of such deposit (it being understood that this condition to defeasance
under Section 402(2) shall not be deemed satisfied until the expiration of such period).


 




    	 	26	 



     


    

 


(d) In the case of defeasance pursuant to Section 402(2),
the Company shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee 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 applicable federal income tax law, in either case to the effect that, and
based thereon such opinion of independent counsel shall confirm that, the Holders of such Outstanding Securities and any Coupons
appertaining thereto 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; or, in the case of covenant defeasance pursuant to Section 402(3), the Company shall
have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee to the effect that the Holders
of such Outstanding Securities and any Coupons appertaining thereto 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.


 


(e) The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant defeasance, as
the case may be, under this Indenture have been complied with.


 


(f) If the monies or Government Obligations or combination thereof,
as the case may be, deposited under clause (a) above are sufficient to pay the principal of, and premium, if any, and interest,
if any, on and, to the extent provided in such clause (a), Additional Amounts with respect to, such Securities provided such Securities
are redeemed on a particular Redemption Date, the Company shall have given the Trustee irrevocable instructions to redeem such
Securities on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture.


 


(g) Notwithstanding any other provisions of this Section 402(4),
such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section 301.


 


(5) Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee—collectively for purposes of this Section 402(5) and
Section 403, the “Trustee”) pursuant to clause (4)(a) of Section 402 in respect of any Outstanding Securities
of any series and any Coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and any Coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying
Agent (other than the Company or any Subsidiary or Affiliate of the Company acting as Paying Agent) as the Trustee may determine,
to the Holders of such Securities and any Coupons appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest and Additional Amounts, if any, but such money need not be segregated from other funds
except to the extent required by law.


 


Unless otherwise specified in or pursuant to this Indenture
or any Securities, if, after a deposit referred to in Section 402(4)(a) has been made, (a) the Holder of a Security in
respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of such Security
to receive payment in a Currency other than that in which the deposit pursuant to Section 402(4)(a) has been made in respect
of such Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to Section 402(4)(a)
has been made, the indebtedness represented by such Security and any Coupons appertaining thereto shall be deemed to have been,
and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any), and interest, if any,
on, and Additional Amounts, if any, with respect to, such Security as the same becomes due out of the proceeds yielded by converting
(from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on (x) in
the case of payments made pursuant to clause (a) above, the applicable market exchange rate for such Currency in effect on
the second Business Day prior to each payment date, or (y) with respect to a Conversion Event, the applicable market exchange
rate for such Foreign Currency in effect (as nearly as feasible) at the time of the Conversion Event.


 


The Company shall pay and indemnify the Trustee against any
tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 402
or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account
of the Holders of such Outstanding Securities and any Coupons appertaining thereto.


 




    	 	27	 



     


    

 


Anything in this Section 402 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in clause (4)(a) of this Section 402 which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Section 402.


 


Section 403. Application of Trust Money.


 


Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations deposited with the Trustee pursuant to Section 401 or 402 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the Coupons and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, interest and Additional Amounts for whose payment such money has or Government Obligations
have been deposited with or received by the Trustee; but such money and Government Obligations need not be segregated from other
funds except to the extent required by law.


 


Section 404. Reinstatement.


 


If the Trustee (or other qualifying trustee appointed pursuant
to Section 402(4)(a)) or any Paying Agent is unable to apply any moneys or Government Obligations deposited pursuant to Section 401(1)
or 402(4)(a) to pay any principal of or premium, if any, or interest, if any, on or Additional Amounts, if any, with respect to
the Securities of any series by reason of any legal proceeding or any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and
the Securities of such series shall be revived and reinstated as though no such deposit had occurred, until such time as the Trustee
(or other qualifying trustee) or Paying Agent is permitted to apply all such moneys and Government Obligations to pay the principal
of and premium, if any, and interest, if any, on and Additional Amounts, if any, in respect of the Securities of such series as
contemplated by Sections 401 or 402 as the case may be, and Section 403; provided, however, that if the
Company makes any payment of the principal of or premium, if any, or interest if any, on or Additional Amounts, if any, in respect
of the Securities of such series following the reinstatement of its obligations as aforesaid, the Company shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the funds held by the Trustee (or other qualifying trustee)
or Paying Agent.


 


ARTICLE FIVE 


 


REMEDIES 


 


Section 501. Events of Default.


 


“Event of Default”, wherever used herein with respect
to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body) unless such event is specifically deleted or modified
in or pursuant to the supplemental indenture, Board Resolution or Officers’ Certificate establishing the terms of such series
pursuant to this Indenture:


 


(1) default in the payment of any interest on, or any Additional
Amounts payable in respect of any interest on, any of the Securities of such series or any Coupon appertaining thereto when such
interest or such Additional Amounts, as the case may be, become due and payable, and continuance of such default for a period of
30 days; or


 


(2) default in the payment of any principal of or premium, if
any, on, or any Additional Amounts payable in respect of any principal of or premium, if any, on, any of the Securities of such
series when due (whether at Maturity or otherwise and whether payable in cash or in shares of Common Stock or other securities
or property); or


 




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(3) default in the deposit of any sinking fund payment or payment
under any analogous provision when due with respect to any of the Securities of such series; or


 


(4) default in the performance, or breach,
of any covenant or warranty of the Company in this Indenture or any Security of such series (other than a covenant or warranty
for which the consequences of breach or nonperformance are addressed elsewhere in this Section 501 or a covenant or warranty
which has expressly been included in this Indenture, whether or not by means of a supplemental indenture, solely for the benefit
of Securities of a series other than such series), and continuance of such default or breach (without such default or breach having
been waived in accordance of the provisions of this Indenture) for a period of 90 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of such series a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or


 


(5) the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company or any Significant Subsidiary of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company or any Significant Subsidiary of the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Significant
Subsidiary of the Company under any applicable Federal or State law, or appointing a custodian, receiver, conservator, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary of the Company or of any
substantial part of the property of the Company or any Significant Subsidiary of the Company, or ordering the winding up or liquidation
of the affairs of the Company or any Significant Subsidiary of the Company, and the continuance of any such decree or order for
relief unstayed and in effect for a period of 60 consecutive days; or


 


(6) the commencement by the Company or any Significant Subsidiary
of the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or
any Significant Subsidiary of the Company to the entry of a decree or order for relief in respect of the Company or any Significant
Subsidiary of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or any Significant
Subsidiary of the Company, or the filing by the Company or any Significant Subsidiary of the Company of a petition or answer or
consent seeking reorganization or relief under any applicable Federal or State law, or the consent by the Company or any Significant
Subsidiary of the Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver,
conservator, liquidator, assignee, trustee, sequestrator or similar official of the Company or any Significant Subsidiary of the
Company or of any substantial part of the property of the Company or any Significant Subsidiary of the Company, or the making by
the Company or any Significant Subsidiary of the Company of an assignment for the benefit of creditors, or the taking of corporate
action by the Company or any Significant Subsidiary of the Company in furtherance of any such action; or


 


(7) default in the delivery of any shares of Common Stock, together
with cash in lieu of fractional shares, or any other securities or property (including cash) when required to be delivered upon
conversion of any convertible Security of such series or upon the exchange of any Security of such series which is exchangeable
for other securities or property, and continuance of such default for a period of 10 days; or


 


(8) any other Event of Default provided in or pursuant to this
Indenture with respect to Securities of such series.


 


Section 502. Acceleration of Maturity; Rescission and
Annulment. 


 


If an Event of Default (other than an Event of Default specified
in clause (5) or (6) of Section 501) with respect to Securities of any series occurs and is continuing, then either
the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may
declare the principal of all the Securities of such series, or such lesser amount as may be provided for in the Securities of such
series, and accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount, as the case may
be, and such accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clause (5) or
(6) of Section 501 with respect to the Securities of any series occurs, then the principal of all of the Securities of
such series, or such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if
any, thereon shall ipso facto become and be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder of the Securities of such series.


 




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At any time after Securities of any series have been accelerated
and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of such series, by written
notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if


 


(1) the Company has paid or deposited with the Trustee a sum
of money sufficient to pay (or, to the extent that the terms of the Securities of such series established pursuant to Section 301
expressly provide for payment to be made in shares of Common Stock or other securities or property, shares of Common Stock or other
securities or property, together with cash in lieu of fractional shares or securities, sufficient to pay)


 


(a) all overdue installments of any interest on any Securities
of such series and any Coupons appertaining thereto which have become due otherwise than by such declaration of acceleration and
any Additional Amounts with respect thereto,


 


(b) the principal of and any premium on any Securities of such
series which have become due otherwise than by such declaration of acceleration and any Additional Amounts with respect thereto
and, to the extent permitted by applicable law, interest thereon at the rate or respective rates, as the case may be, provided
for in or with respect to such Securities, or, if no such rate or rates are so provided, at the rate or respective rates, as the
case may be, of interest borne by such Securities,


 


(c) to the extent permitted by applicable law, interest upon
installments of any interest, if any, which have become due otherwise than by such declaration of acceleration and any Additional
Amounts with respect thereto at the rate or respective rates, as the case may be, provided for in or with respect to such Securities,
or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities,
and


 


(d) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due
the Trustee under Section 606; and


 


(2) all Events of Default with respect to Securities of such
series other than the non-payment of the principal of, any premium and interest on, and any Additional Amounts with respect to
Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived
as provided in Section 513.


 


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


 


Section 503. Collection of Indebtedness and Suits for
Enforcement by Trustee.


 


The Company covenants that if:


 


(1) default is made in the payment of any interest on, or any
Additional Amounts payable in respect of any interest on, any Security or any Coupon appertaining thereto when such interest or
Additional Amounts, as the case may be, shall have become due and payable and such default continues for a period of 30 days, or


 


(2) default is made in the payment of any principal of or premium,
if any, on, or any Additional Amounts payable in respect of any principal of or premium, if any, on, any Security at its Maturity,
or


 


(3) default is made in the deposit of any sinking fund payment
when due,


 


the Company shall, upon demand of the Trustee, pay to the Trustee,
for the benefit of the Holders of such Securities and any Coupons appertaining thereto, the whole amount of money then due and
payable with respect to such Securities and any Coupons appertaining thereto, with interest upon the overdue principal, any premium
and, to the extent permitted by applicable law, upon any overdue installments of interest and Additional Amounts at the rate or
respective rates, as the case may be, provided for or with respect to such Securities or, if no such rate or rates are so provided,
at the rate or respective rates, as the case may be, of interest borne by such Securities, and, in addition thereto, such further
amount of money 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 and all other amounts due to the Trustee under Section 606.


 




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If the Company fails to pay the money it is required to pay
the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as trustee
of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid, and may prosecute such
proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities
and any Coupons appertaining thereto and collect the monies adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any other obligor upon such Securities and any Coupons appertaining thereto, wherever situated.


 


If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders
of Securities of such series and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper
remedy.


 


Section 504. Trustee May File Proofs of Claim.


 


In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or 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 any overdue principal, premium,
interest or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(1) to file and prove a claim for the whole amount, or such
lesser amount as may be provided for in the Securities of such series, of the principal and any premium, interest and Additional
Amounts owing and unpaid in respect of the Securities and any Coupons appertaining thereto 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 or counsel) and of the Holders of Securities or any Coupons allowed
in such judicial proceeding, and


 


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


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities or any
Coupons 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 or any Coupons, 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 under Section 606.


 


Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder of a Security or any Coupon any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or Coupons 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 or any Coupon in any such proceeding.


 


Section 505. Trustee May Enforce Claims without Possession
of Securities or Coupons.


 


All rights of action and claims under this Indenture or any
of the Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or Coupons
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 or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of
each and every Holder of a Security or Coupon in respect of which such judgment has been recovered.


 




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Section 506. Application of Money Collected.


 


Any money collected by the Trustee pursuant to this Article
with respect to the Securities of any series shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, or any premium, interest or Additional Amounts, upon presentation
of such Securities or the Coupons, if any, appertaining thereto, or both, as the case may be, 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 the Trustee and any
predecessor Trustee under Section 606;


 


SECOND: To the payment of the amounts then due and unpaid upon
the Securities and any Coupons for principal and any premium, interest and Additional Amounts 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 aggregate amounts
due and payable on such Securities and Coupons for principal and any premium, interest and Additional Amounts;


 


THIRD: The balance, if any, to the Person or Persons entitled
thereto.


 


Section 507. Limitations on Suits.


 


No Holder of any Security of any series or any Coupons appertaining
thereto 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 with respect to the Securities of such series;


 


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


 


(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 proceeding; 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
of such series;


 


it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security
to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain
or to seek to obtain priority or preference over any other 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.


 


Section 508. Unconditional Right of Holders to Receive
Principal and any Premium, Interest and Additional Amounts.


 


Notwithstanding any other provision in this Indenture, the Holder
of any Security or Coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of, any
premium, if any, and (subject to Sections 305 and 307) interest, if any, on and any Additional Amounts with respect to such Security
or such Coupon, as the case may be, on the respective Stated Maturity or Maturities therefor specified in such Security or Coupon
(or, in the case of redemption, on the Redemption Date or, in the case of repayment pursuant to Article Thirteen hereof at the
option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is due) and, in the case of any
Security which is convertible into or exchangeable for other securities or property, to convert or exchange, as the case may be,
such Security in accordance with its terms, and to institute suit for the enforcement of any such payment and any such right to
convert or exchange, and such right shall not be impaired without the consent of such Holder.


 




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Section 509. Restoration of Rights and Remedies.


 


If the Trustee or any Holder of a Security or a Coupon 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 each such Holder 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 each such Holder shall continue as though no such
proceeding had been instituted.


 


Section 510. Rights and Remedies Cumulative.


 


To the extent permitted by applicable law and except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security
or a Coupon is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law,
shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by
law, prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 511. Delay or Omission Not Waiver.


 


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


 


Section 512. Control by Holders of Securities.


 


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


 


(1) such direction shall not be in conflict with any rule of
law or with this Indenture or with the Securities of any series,


 


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


 


(3) such direction is not unduly prejudicial to the rights of
the other Holders of Securities of such series not joining in such action.


 


Section 513. Waiver of Past Defaults.


 


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


 


(1) a default in the payment of the principal of, any premium
or interest on, or any Additional Amounts with respect to, any Security of such series or any Coupons appertaining thereto, or


 


(2) in the case of any Securities which are convertible into
or exchangeable for Common Stock or other securities or property, a default in any such conversion or exchange, or


 


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


 




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


 


Section 514. Waiver of Usury, Stay or Extension Laws.


 


The Company covenants that (to the extent that it may lawfully
do so) 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 law or any usury law or any other law wherever enacted, now or at any time hereafter in force, which would prohibit
or forgive the Company from paying all or any portion of the principal of or premium, if any, or interest, if any on or Additional
Amounts, if any, with respect to any Securities as contemplated herein and therein or which may affect the covenants or the performance
of this Indenture or the Securities; and the Company (to the extent that it may lawfully do so) expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the
Trustee or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


Section 515. 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 or omitted
by it as Trustee, the filing by any party litigant in such suit of any undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and disbursements, 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 515 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 Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest,
if any, on or Additional Amounts, if any, with respect to 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, and, in the case of repayment at the option of the
Holder pursuant to Article Thirteen hereof, on or after the date for repayment) or for the enforcement of the right, if any, to
convert or exchange any Security into Common Stock or other securities in accordance with its terms.


 


ARTICLE SIX 


 


THE TRUSTEE 


 


Section 601. Certain Rights of Trustee.


 


Subject to Sections 315(a) through 315(d) of the Trust Indenture
Act:


 


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


 


(2) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or a Company Order (in each case, other than delivery of any Security, together
with any Coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303 which shall
be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;


 


(3) 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 shall be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers’ Certificate;


 




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


 


(5) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by or pursuant to this Indenture at the request or direction of any of the Holders of Securities
of any series or any Coupons appertaining thereto pursuant to 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 by it in
compliance with such request or direction;


 


(6) 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, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises
of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation;


 


(7) 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;


 


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


 


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


 


(10) the Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references
the Securities and this Indenture;


 


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


 


(12) the Trustee may request that the Company deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.


 


Section 602. Notice of Defaults.


 


Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled
to receive reports pursuant to Section 703(3), notice of such default hereunder 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
premium, if any), or interest, if any, on, or Additional Amounts or any sinking fund installment with respect to, any Security
of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the best interest of the Holders of Securities and Coupons of such series; and provided, further, that
in the case of any default of the character specified in Section 501(4) or 501(8) with respect to Securities of such series,
no such notice to Holders 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.


 




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Section 603. Not Responsible for Recitals or Issuance
of Securities.


 


The recitals contained herein and in the Securities, except
the Trustee’s certificate of authentication, and in any Coupons shall be taken as the statements of the Company and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities or the Coupons, except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder
and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application
by the Company of the Securities or the proceeds thereof.


 


Section 604. May Hold Securities.


 


The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other Person that may be an agent of the Trustee or the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.


 


Section 605. Money Held in Trust.


 


Except as provided in Section 403 and Section 1003,
money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law and shall
be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.


 


Section 606. Compensation and Reimbursement.


 


The Company agrees:


 


(1) to pay to the Trustee from time to time reasonable compensation
for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);


 


(2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance
with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be attributable to the Trustee’s negligence or bad faith;
and


 


(3) to indemnify each of the Trustee or any predecessor Trustee
and their agents for, and to hold them harmless against, any loss, liability or reasonable expense (including, without limitation,
the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and experts) and including taxes
(other than taxes based upon, measured by or determined by the income of the Trustee), incurred without negligence or bad faith
on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including
the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Company, or any Holder or
any other Person) or liability in connection with the exercise or performance of any of their powers or duties hereunder, or in
connection with enforcing the provisions of this Section, except to the extent that any such loss, liability or expense was due
to the Trustee’s negligence or bad faith.


 


As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the payment of principal of, or premium or interest on or any Additional
Amounts with respect to Securities or any Coupons appertaining thereto.


 


Any compensation or expense incurred by the Trustee after a
default specified by Section 501(5) or (6) is intended to constitute an expense of administration under any then applicable
bankruptcy or insolvency law. “Trustee” for purposes of this Section 606 shall include any predecessor Trustee
but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 606. The
provisions of this Section 606 shall, to the extent permitted by law, survive any termination of this Indenture (including,
without limitation, termination pursuant to any Bankruptcy Laws) and the resignation or removal of the Trustee.


 




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Section 607. Corporate Trustee Required; Eligibility.


 


(1) There shall at all times be a Trustee hereunder that is
a corporation, organized and doing business under the laws of the United States of America, any state thereof or the District of
Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under
the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the
Trust Indenture Act) of at least $50,000,000 subject to supervision or examination by Federal or state authority. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


 


(2) The following indenture shall be considered specifically
described herein for purposes of clause (i) of the proviso contained in Section 310(b)(1) of the Trust Indenture Act:
[Indenture dated as of             between the Company and             ,
as successor trustee]; and, pursuant to Section 310(b)(1)(C)(i) of the Trust Indenture Act, unless otherwise ordered by the
Commission, an event of default by the Company under this Indenture will not disqualify the Trustee under this Indenture because
it is a trustee under such other indenture.


 


Section 608. Resignation and Removal; Appointment of
Successor.


 


(1) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee
pursuant to Section 609.


 


(2) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required
by Section 609 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may, at the Company’s expense, petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to such series.


 


(3) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and the Company.


 


(4) If at any time:


 


(a) the Trustee shall fail to comply with the obligations imposed
upon it under Section 310(b) of the Trust Indenture Act with respect to Securities of any series after written request therefor
by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at least
six months, or


 


(b) the Trustee shall cease to be eligible under Section 607
and shall fail to resign after written request therefor by the Company or any such Holder, or


 


(c) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall
take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,


 


then, in any such case, (i) the Company, by or pursuant
to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such series, or (ii) subject
to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security of such
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 with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.


 




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(5) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of
one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 609.
If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of
Section 609, become the successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of Securities and accepted appointment in the manner required by
Section 609, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.


 


(6) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered
Securities, if any, of such series as their names and addresses appear in the Security Register and, if Securities of such series
are issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of Payment located
outside the United States. Each notice shall include the name of the successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.


 


Section 609. Acceptance of Appointment by Successor.


 


(1) Upon the appointment hereunder of any successor Trustee
with respect to all Securities, such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and the
retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee, such
retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee and, subject to Section 1003, shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if
any, provided for in Section 606.


 


(2) Upon the appointment hereunder of any successor Trustee
with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee
shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor
Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee
shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations
vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or such successor
Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the
appointment of such successor relates and subject to Section 1003 shall duly assign, transfer and deliver to such successor
Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject to its
claim, if any, provided for in Section 606.


 




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(3) Upon request of any Person appointed hereunder as a successor
Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be.


 


(4) No Person shall accept its appointment hereunder as a successor
Trustee unless at the time of such acceptance such successor Person shall be qualified and eligible under this Article.


 


Section 610. Merger, Conversion, Consolidation or Succession
to Business.


 


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 that such corporation shall otherwise be qualified and eligible under this
Article), without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated but not delivered by the Trustee then in office, any such successor 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. In case any Securities shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Securities in either its own name or that of its predecessor Trustee.


 


Section 611. Appointment of Authenticating Agent.


 


The Trustee may appoint one or more Authenticating Agents acceptable
to 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 that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial
repayment, partial conversion or exchange for Common Stock or other securities or property, or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. 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, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the Trust
Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law
and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2)
of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, it 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 all or substantially all of the corporate agency
or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, 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 the Authenticating Agent.


 




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An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and the Company. 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 (i) mail
written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the
series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register,
and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in
an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located
outside the United States. 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 Company agrees to pay each Authenticating Agent from time
to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to
be reimbursed for such payments, subject to the provisions of Section 606.


 


The provisions of Sections 308, 603 and 604 shall be applicable
to each Authenticating Agent.


 


If an Authenticating Agent is appointed with respect to one
or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to
or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the
following form:


 


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





	 	 	 	 
	 	,
	 	 	 	As Trustee
	 	 	 
	 	By:	 	 
	 	 	 	As Authenticating Agent
	 	 	 
	 	By:	 	 
	 	 	 	Authorized Signatory


 


If all of the Securities of any series may not be originally
issued at one time, and if 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 in writing (which writing need not be accompanied by or contained in an Officers’ Certificate of the Company),
shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.


 


ARTICLE SEVEN 


 


HOLDERS LISTS AND REPORTS BY TRUSTEE
AND COMPANY 


 


Section 701. Company to Furnish Trustee Names and Addresses
of Holders.


 


In accordance with Section 312(a) of the Trust Indenture
Act, the Company shall furnish or cause to be furnished to the Trustee


 


(1) semi-annually with respect to Securities of each series
not later than             and            of
the year or upon such other dates as are set forth in or pursuant to the Board Resolution or indenture supplemental hereto authorizing
such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as
of the applicable date, and


 




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


 


provided, however, that so long as the Trustee is the
Security Registrar no such list shall be required to be furnished.


 


Section 702. Preservation of Information; Communications
to Holders.


 


The Trustee shall comply with the obligations imposed upon it
pursuant to Section 312 of the Trust Indenture Act.


 


Every Holder of Securities or Coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company, the Trustee, any Paying Agent or any Security Registrar
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 Section 312(c) of the Trust Indenture Act, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b)
of the Trust Indenture Act.


 


Section 703. Reports by Trustee.


 


(1) Within 60 days after July 15 of each year commencing
with the first July 15 following the first issuance of Securities pursuant to Section 301, if required by Section 313(a)
of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such July 15 with respect to any of the events specified in said Sections 313(a) and 313(b)(2) which may have
occurred since the later of the immediately preceding July 15 and the date of this Indenture.


 


(2) The Trustee shall transmit the reports required by Section 313(a)
of the Trust Indenture Act at the times specified therein.


 


(3) Reports pursuant to this Section shall be transmitted in
the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.


 


Section 704. Reports by Company.


 


(a) The Company, pursuant to Section 314(a) of the Trust
Indenture Act, shall:


 


(1) 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 said Sections, then it
shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the 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;


 


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


 


(3) transmit within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information,
documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the Commission. Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).


 




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(b) The Company intends to file the reports referred to
in Section 7.04(a) hereof with the Commission in electronic form pursuant to Regulation S-T of the Commission using the
Commission’s Electronic Data Gathering, Analysis and Retrieval system. Compliance with the foregoing, or any successor
electronic system approved by the Commission, shall constitute delivery by the Company of such reports to the Trustee and
Holders in compliance with the provision of Section 7.04(a) and TIA Sections 314(a). Notwithstanding anything to the
contrary herein, the Trustee shall have no duty to search for or obtain any electronic or other filings that the Company
makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of the
reports, information and documents to the Trustee pursuant to this Section 7.04(b) shall be solely for the purposes of
compliance with this Section 7.04(b) and with TIA Section 314(a). The Trustee’s receipt of such reports,
information and documents shall not constitute notice to it of the content thereof or of any matter determinable from the
content thereof (and the Trustee shall not have any duty to ascertain or inquire as to such content or matter), including the
Company’s compliance with any of its covenants hereunder, as to which the Trustee is absolutely entitled to
conclusively rely upon Officers’ Certificates.


 


ARTICLE EIGHT 


 


CONSOLIDATION, MERGER AND SALES 


 


Section 801. Company May Consolidate, Etc., Only on
Certain Terms.


 


The Company shall not, in any transaction or series of related
transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially
all its properties and assets to any Person, unless:


 


(1) either (A) the Company shall be the continuing Person
(in the case of a merger), or (B) the successor Person (if other than the Company) formed by such consolidation or into which
the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties
and assets of the Company shall be a corporation organized and existing under the laws of the United States of America, any state
thereof or the District of Columbia and shall expressly assume, by an indenture (or indentures, if at such time there is more than
one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to
the Trustee, the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect
to, all the Outstanding Securities and the due and punctual performance and observance of every obligation in this Indenture and
the Outstanding Securities on the part of the Company to be performed or observed, and which supplemental indenture shall provide
for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable
into Common Stock or other securities;


 


(2) immediately after giving effect to such transaction and
treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having
been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice
or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and


 


(3) either the Company or the successor Person shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment,
transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been
complied with.


 


For purposes of the foregoing, any sale, assignment, transfer,
lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to
the Company or another Subsidiary), which, if such properties and assets were owned by the Company, would constitute all or substantially
all of the Company’s properties and assets, shall be deemed to be the transfer of all or substantially all of the properties
and assets of the Company.


 




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Section 802. Successor Person Substituted for Company.


 


Upon any consolidation by the Company with or merger of the
Company into any other Person or any sale, assignment, transfer, lease or conveyance of all or substantially all of the properties
and assets of the Company to any Person in accordance with Section 801, the successor Person formed by such consolidation
or into which the Company is merged or to which such sale, assignment, transfer, lease or other conveyance is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company herein; and thereafter, except in the case of a lease, the predecessor Person
shall be released from all obligations and covenants under this Indenture, the Securities and the Coupons.


 


ARTICLE NINE 


 


SUPPLEMENTAL INDENTURES 


 


Section 901. Supplemental Indentures without Consent
of Holders.


 


Without the consent of any Holders of Securities or Coupons,
the Company (when authorized by or pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(1) to evidence the succession of another Person to the Company,
and the assumption by any such successor of the covenants of the Company contained herein and in the Securities or to evidence
the addition or release of any guarantor; or


 


(2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender
any right or power herein conferred upon the Company with respect to all or any series of Securities issued under this Indenture
(as shall be specified in such supplemental indenture or indentures); or


 


(3) to add to or change any of the provisions of this Indenture
to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of
principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in uncertificated or global form, provided any such action
shall not adversely affect the interests of the Holders of Securities of any series or any Coupons appertaining thereto; or


 


(4) to establish the form or terms of Securities of any series
and any Coupons appertaining thereto as permitted by Sections 201 and 301, including, without limitation, any conversion or exchange
provisions applicable to Securities which are convertible into or exchangeable for other securities or property, and any deletions
from or additions or changes to this Indenture in connection therewith (provided that any such deletions, additions and changes
shall not be applicable to any other series of Securities then Outstanding); or


 


(5) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 609; or


 


(6) (a) to cure any ambiguity or to correct or supplement
any provision herein which may be defective or which may be inconsistent with any other provision herein, or (b) to make any
other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests
of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material respect; or


 


(7) to add any additional Events of Default with respect to
all or any series of Securities (as shall be specified in such supplemental indenture); or


 


(8) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance, covenant defeasance and/or satisfaction and discharge
of any series of Securities pursuant to Article Four, provided that any such action shall not adversely affect the interests
of any Holder of a Security of such series and any Coupons appertaining thereto or any other Security or Coupon in any material
respect; or


 


(9) to secure or otherwise or to add guarantees for the benefit
of the Securities; or


 




    	 	43	 



     


    

 


(10) to make provisions with respect to conversion or exchange
rights of Holders of Securities of any series; or


 


(11) to amend, supplement or eliminate any provision contained
herein or in any supplemental indenture or in any Securities (which amendment or supplement may apply to one or more series of
Securities or to one or more Securities within any series as specified in such supplemental indenture or indentures), provided
that such amendment, supplement or elimination does not apply to any Outstanding Security issued prior to the date of such supplemental
indenture and entitled to the benefits of such provision; or


 


(12) in the case of any series of Securities
which are convertible into or exchangeable for Common Stock or other securities or property, to safeguard or provide for the conversion
or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding shares
of Common Stock or any merger, consolidation, statutory share exchange or combination of the Company with or into another Person
or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the properties and assets
of the Company to any other Person or other similar transactions, if expressly required by the terms of such series of Securities
established pursuant to Section 301; or


 


(13) to add to, delete from or revise the conditions, limitations
or restrictions on issue, authentication and delivery of Securities; or


 


(14) to conform any provision in an indenture to the requirements
of the Trust Indenture Act; or


 


(15) to make any change that does not adversely affect the legal
rights of any Holder of Securities of any series.


 


Section 902. Supplemental Indentures with Consent of
Holders.


 


With the consent of the Holders of not less than a majority
in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Board Resolution), and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of the Securities of such series or of modifying in any manner the rights
of the Holders of Securities of such series under this Indenture; provided, that no such supplemental indenture, without
the consent of the Holder of each Outstanding Security affected thereby, shall


 


(1) change the Stated Maturity of the principal of, or premium,
if any, or any installment of interest, if any, on, or any Additional Amounts, if any, with respect to, any Security, or reduce
the principal amount thereof or the premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon,
or reduce the amount payable upon redemption thereof at the option of the Company or repayment thereof at the option of the Holder,
or reduce any Additional Amounts payable with respect thereto, or change the obligation of the Company to pay Additional Amounts
pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the
amount of the principal of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504,
or adversely affect the right of repayment at the option of any Holder as contemplated by Article Thirteen, or extend the time
of payment of interest on any Security or any Additional Amounts, or change any of the conversion, exchange or redemption provisions
of any Security or change the Place of Payment where or the Currency in which the principal of, any premium or interest on, or
any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the
case of repayment pursuant to Article Thirteen at the option of the Holder, on or after the date for repayment) in each case as
such Stated Maturity, Redemption Date or date for repayment may, if applicable, be extended in accordance with the terms of such
Security or any Coupon appertaining thereto, or in the case of any Security which is convertible into or exchangeable for other
securities or property, impair the right to institute suit to enforce the right to convert or exchange such Security in accordance
with its terms or release any guarantors from their guarantees of the Securities, or, except as contemplated in any supplemental
indenture, make any change in a guarantee of a Security that would adversely affect the interests of the Holders of those Securities,
or modify the ranking or priority of the Securities in a manner adverse to the Holders of the Securities, or


 


(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in Section 513 or 1010 of this Indenture, or reduce the requirements of Section 1504 for quorum
or voting, or


 




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(3) modify any of the provisions of this Section, Section 513
or Section 1010, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Security affected thereby.


 


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


 


Anything in this Indenture to the contrary notwithstanding,
if more than one series of Securities is Outstanding, the Company shall be entitled to enter into a supplemental indenture under
this Section 902 with respect to any one or more series of Outstanding Securities without entering into a supplemental indenture
with respect to any other series of Outstanding Securities.


 


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


 


Section 903. Execution of Supplemental Indentures.


 


As a condition to executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel to the effect that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that such supplemental indenture has been duly authorized, executed
and delivered by, and is a valid, binding and enforceable obligation of, the Company, subject to customary exceptions. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


 


Section 904. Effect of Supplemental Indentures.


 


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


 


Section 905. Reference in Securities to Supplemental
Indentures.


 


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


 


Section 906. Conformity with Trust Indenture Act.


 


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


 




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ARTICLE TEN 


 


COVENANTS 


 


Section 1001. Payment of Principal, Premium, Interest
and Additional Amounts.


 


The Company covenants and agrees for the benefit of the Holders
of the Securities of each series that it will duly and punctually pay the principal of, any premium and interest on and any Additional
Amounts with respect to the Securities of such series, whether payable in cash, shares of Common Stock or other securities or property,
in accordance with the terms thereof, any Coupons appertaining thereto and this Indenture. Any interest due on any Bearer Security
on or before the Maturity thereof, and any Additional Amounts payable with respect to such interest, shall be payable only upon
presentation and surrender of the Coupons appertaining thereto for such interest as they severally mature.


 


Section 1002. Maintenance of Office or Agency.


 


The Company shall maintain in each Place of Payment for any
series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided
below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities
of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible
or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect
of the Securities of such series relating thereto and this Indenture may be served; provided that, if (i) the Borough of Manhattan,
The City of New York is a Place of Payment for the Securities of any series, (ii) there shall be another Place of Payment
in the United States of America for such Securities in addition to the Borough of Manhattan, The City of New York, and (iii) all
Securities of such series are originally issued solely in the form of one or more permanent global Securities, then the Company
shall not be required to maintain any such office or agency in the Borough of Manhattan, The City of New York unless and until
all or any portion of such global Securities shall be exchanged for or otherwise issued as definitive certificated Securities of
such series as contemplated by the last paragraph of this Section 1002. If Securities of a series are issuable as Bearer Securities,
the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may
be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on the London
Stock Exchange or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange
shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time
the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except
that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the
place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


Except as otherwise provided in or pursuant to this Indenture,
no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office
or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with
a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be
payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security
may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan,
The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at
all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.


 


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


 




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Unless otherwise provided in or pursuant to this
Indenture, the Company hereby designates the Borough of Manhattan, the City of New York as a Place of Payment for each series
of Securities, initially appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York
as the Company’s Office or Agency in the Borough of Manhattan, The City of New York for such purpose and initially
appoints the Trustee as the Security Registrar for each series of Securities and, if the Securities of any series are
convertible into or exchangeable for Common Stock or other securities or property, initially appoints the Trustee as
conversion or exchange agent, as the case may be, for the Securities of such series. The Company may subsequently appoint a
different Office or Agency in the Borough of Manhattan, The City of New York and, as provided in Section 305, may
remove and replace from time to time the Security Registrar.


 


As set forth above in this Section 1002, and unless otherwise
provided pursuant to Section 301 with respect to any series of Securities, in the event that the Securities of a series are
originally issued solely in the form of one or more permanent global Securities and if at any time thereafter Securities of such
series are issued in definitive certificated form in exchange for all or any portion of such global Securities (whether pursuant
to Section 305 or otherwise pursuant to the terms of such Securities), the Company shall, at all times from and after the
date of the first such exchange until such time as no Securities of such series in definitive certificated form are Outstanding,
establish and maintain an Office or Agency in the Borough of Manhattan, The City of New York (in addition to any other Offices
or Agencies the Company is required to maintain in respect of such Securities) where Securities of such series may be surrendered
and where notices and demands in respect of Securities of such series and this Indenture may be served for the purposes specified
in, and as contemplated by, the first paragraph of this Section 1002.


 


Section 1003. Money for Securities Payments to Be Held
in Trust.


 


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


 


Whenever the Company shall have one or more Paying Agents for
any series of Securities, it shall, on or prior to each due date of the principal of, or any premium or interest on or any Additional
Amounts with respect to, any Securities of such series, deposit with any Paying Agent a sum (in the Currency or Currencies described
in the preceding paragraph) sufficient to pay the principal, premium, interest and Additional Amounts, as the case may be, so becoming
due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act.


 


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


 


(1) hold all sums held by it for the payment of the principal
of, any premium or interest on or any Additional Amounts with respect to 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 provided in or pursuant
to this Indenture;


 


(2) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities of such series) in the making of any payment of principal, any premium or interest on or
any Additional Amounts with respect to the Securities of such series; and


 


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


 


To the extent that the terms of any Securities established pursuant
to Section 301 provide that any principal of, or premium or interest, if any, on or any Additional Amounts with respect to
any such Securities is or may be payable in Common Stock or other securities or property, then the provisions of this Section 1003
shall apply, mutatis mutandis, to such Common Stock or other securities or property.


 




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


 


Except as otherwise provided herein or pursuant hereto, any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of,
any premium or interest on or any Additional Amounts with respect to any Security of any series or any Coupon appertaining thereto
and remaining unclaimed for two years after such principal or such premium or interest or Additional Amount shall have become due
and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security or any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and
all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may, not later than 30 days after the Company’s request for such
repayment, at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment for such
series or to be mailed to Holders of Registered Securities of such series, or both, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing nor shall
it be earlier than two years after such principal and any premium or interest or Additional Amounts shall have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 1004. Additional Amounts.


 


If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Securities or any Coupon appertaining thereto Additional Amounts as
provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon, such mention
shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby
or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant
to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed
as excluding Additional Amounts in those provisions hereof where such express mention is not made.


 


Except as otherwise provided in or pursuant to this Indenture
or the Securities of any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days
prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not
bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date
of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company shall furnish to the Trustee and the Paying Agent or Paying Agents, if other than the Trustee, an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if
any, or interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons
appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or
other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities
of such series. If any such withholding or deduction shall be required, then such Officers’ Certificate shall specify by
country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons,
and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities.
The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability
or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken
or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 1004
or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities
of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series.


 




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Section 1005. Corporate Existence. 


 


Subject to Article Eight, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) the corporate existence of the Company, (ii) the
existence (corporate or other) of each Significant Subsidiary of the Company and (iii) the rights (charter and statutory),
licenses and franchises of the Company and each of its Significant Subsidiaries; provided, however, that the Company shall
not be required to preserve the existence (corporate or other) of any of its Significant Subsidiaries or any such right, license
or franchise of the Company or any of its Significant Subsidiaries if the Board of Directors of the Company determines that the
preservation thereof is no longer desirable in the conduct of the business of the Company and its Significant Subsidiaries taken
as a whole and that the loss thereof will not be disadvantageous in any material respect to the Holders.


 


Section 1006. Maintenance of Properties. 


 


The Company will, and will cause each Significant Subsidiary
to, cause all its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section
shall prevent the Company or any Significant Subsidiary from discontinuing the operation and maintenance of any of their respective
properties if such discontinuance is, in the judgment of the Board of Directors of the Company or of any Significant Subsidiary,
as the case may be, desirable in the conduct of its business.


 


Section 1007. Waiver of Certain Covenants.


 


The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Sections 1002 to 1006, inclusive, with respect to the Securities of any series and,
if expressly provided pursuant to Section 301(18), any additional covenants applicable to the Securities of such series if
before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such
series, by Act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with
such term, provision or condition, but no such waiver shall extend to or affect such term, provision 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 term, provision or condition shall remain in full force and effect.


 


Section 1008. Company Statement as to Compliance.


 


The Company shall deliver to the Trustee, within 180 days after
the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officers’ Certificate)
signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company,
stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any
of the terms, provisions and conditions of this Indenture (without regard to notice requirements or periods of grace) and if the
Company shall be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.


 


ARTICLE ELEVEN 


 


REDEMPTION OF SECURITIES 


 


Section 1101. Applicability of Article.


 


Redemption of Securities of any series at the option of the
Company as permitted or required by the terms of such Securities shall be made in accordance with the terms of such Securities
and (except as otherwise provided herein or pursuant hereto) this Article.


 




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Section 1102. Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the
Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice


 


shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series to be redeemed and, in the event that the Company
shall determine that the Securities of any series to be redeemed shall be selected from Securities of such series having the same
issue date, interest rate or interest rate formula, Stated Maturity and other terms (the “Equivalent Terms”), the Company
shall notify the Trustee of such Equivalent Terms.


 


In the case of any redemption of Securities (A) prior to
the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or
(B) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere
in this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate evidencing compliance with such restriction
or condition.


 


Section 1103. Selection by Trustee of Securities to
be Redeemed.


 


If less than all of the Securities of any series are to be redeemed
or if less than all of the Securities of any series with Equivalent Terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series
or from the Outstanding Securities of such series with Equivalent Terms, as the case may be, not previously called for redemption,
by lot or such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of
portions of the principal amount of Registered Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Security of such series not redeemed to less than the minimum denomination
for a Security of such series established herein or pursuant hereto.


 


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


 


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


 


Unless otherwise specified in or pursuant to this Indenture
or the Securities of any series, if any Security selected for partial redemption is converted or exchanged for Common Stock or
other securities or property in part before termination of the conversion or exchange right with respect to the portion of the
Security so selected, the converted or exchanged portion of such Security shall be deemed (so far as may be) to be the portion
selected for redemption. Securities which have been converted or exchanged during a selection of Securities to be redeemed shall
be treated by the Trustee as Outstanding for the purpose of such selection.


 


Section 1104. Notice of Redemption.


 


Notice of redemption shall be given in the manner provided in
Section 106, not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in
the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein
provided to the Holder of any Registered Securities designated for redemption as a whole or in part, or any defect in the notice
to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portions thereof.


 


Any notice that is mailed to the Holder of any Registered Securities
in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice.


 


All notices of redemption shall state:


 


(1) the Redemption Date,


 




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(2) the Redemption Price,


 


(3) if less than all Outstanding Securities of any series are
to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Security or
Securities to be redeemed, (4) that, in case any Security is to be redeemed in part only, on and after the Redemption Date, upon
surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed,


 


(5) that, on the Redemption Date, the Redemption Price shall
become due and payable upon each such Security or portion thereof to be redeemed, together (if applicable) with accrued and unpaid
interest, if any, thereon (subject, if applicable, to the provisos to the first paragraph of Section 1106), and, if applicable,
that interest thereon shall cease to accrue on and after said date,


 


(6) the place or places where such Securities, together (in
the case of Bearer Securities) with all Coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered
for payment of the Redemption Price and any accrued interest and Additional Amounts pertaining thereto,


 


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


 


(8) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be accompanied by all Coupons maturing subsequent to the date
fixed for redemption or the amount of any such missing Coupon or Coupons will be deducted from the Redemption Price, unless security
or indemnity satisfactory to the Company, the Trustee and any Paying Agent is furnished,


 


(9) if Bearer Securities of any series are to be redeemed and
any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on the Redemption Date pursuant to Section 305 or otherwise, the last date, as determined
by the Company, on which such exchanges may be made,


 


(10) in the case of Securities of any series that are convertible
or exchangeable into Common Stock or other securities or property, the then current conversion or exchange price or rate, the date
or dates on which the right to convert or exchange the principal of the Securities of such series to be redeemed will commence
or terminate, as applicable, and the place or places where and the Persons to whom such Securities may be surrendered for conversion
or exchange,


 


(11) the CUSIP number or the Euroclear or the Cedel reference
numbers of such Securities, if any (or any other numbers used by a Depository to identify such Securities), and


 


(12) if the Redemption Price or any portion thereof shall be
payable, at the option of the Company or any Holders, in cash or in Common Stock or other securities or property (or a combination
thereof), a statement as to whether the Company has elected to pay the Redemption Price in cash or Common Stock or other securities
or property or a combination thereof and, if applicable, the portion of the Redemption Price that is to be paid in cash, Common
Stock or other securities or property.


 


A notice of redemption published as contemplated by Section 106
need not identify particular Registered Securities to be redeemed.


 


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 delivered at least 10 days before the date such
notice is to be given (unless a shorter period shall be acceptable to the Trustee), by the Trustee in the name and at the expense
of the Company.


 


Section 1105. Deposit of Redemption Price.


 


On or prior to noon (local time in New York City) on any Redemption
Date, the Company shall deposit, with respect to the Securities of any series called for redemption pursuant to Section 1104,
with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided
in Section 1003) an amount of money in the applicable Currency sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 for or in the Securities
of such series) any accrued interest on and Additional Amounts with respect to, all such Securities or portions thereof which are
to be redeemed on that date, except that, if the Securities of such series are convertible or exchangeable into Common Stock or
other securities or property, no such deposit shall be required with respect to any such Securities (or portions thereof) which
have been converted or exchanged prior to such Redemption Date.


 




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Section 1106. Securities Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid, the Securities
so to be redeemed (except, in the case of Securities which are convertible or exchangeable into Common Stock or other securities
or property, any such Securities which shall have been so converted or exchanged prior to the applicable Redemption Date) shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, together with (unless otherwise provided
with respect to the Securities of such series pursuant to Section 301) accrued and unpaid interest, if any, thereon and from
and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such
Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said
notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid
by the Company at the Redemption Price, together with, unless otherwise provided in or pursuant to this Indenture, any accrued
and unpaid interest thereon and Additional Amounts with respect thereto to but excluding the Redemption Date; provided, however,
that, except as otherwise provided in or pursuant to this Indenture or the Bearer Securities of such series, installments of interest
on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender
of Coupons for such interest (at an Office or Agency located outside the United States except as otherwise provided in Section 1002),
and provided, further, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities
of such series, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business
on the Regular Record Dates therefor according to their terms and the provisions of Section 307.


 


If any Bearer Security surrendered for redemption shall not
be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from the
Redemption Price or, at the option of the Company, after payment to the Trustee for the benefit of the Company of, an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon
in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount
so deducted; provided, however, that any interest or Additional Amounts represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such Security located outside of the United States except
as otherwise provided in Section 1002.


 


If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date at the
rate prescribed therefor in the Security or, if no rate is prescribed therefor in the Security, at the rate of interest, if any,
borne by such Security.


 


Section 1107. Securities Redeemed in Part.


 


Any Registered Security which is to be redeemed only in part
shall be surrendered at any Office or Agency for such Security (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 his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Registered Security or Securities of the same series, containing identical
terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered. If a Security in global form is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the Depository for such Security in global form as
shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Security in global form
in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered.


 




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ARTICLE TWELVE 


 


SINKING FUNDS 


 


Section 1201. Applicability of Article.


 


The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series that by its terms provides for such a sinking fund, except as otherwise permitted
or required in or pursuant to this Indenture or any Security of such series issued pursuant to this Indenture.


 


The minimum amount of any sinking fund payment provided for
by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment
in excess of such minimum amount provided for by the terms of Securities of such series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities
of any series as provided for by the terms of Securities of such series and this Indenture.


 


Section 1202. Satisfaction of Sinking Fund Payments
with Securities.


 


The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of any series to be made pursuant to the terms of such Securities (1) deliver
Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities
in respect of which cash shall have been released to the Company), together in the case of any Bearer Securities of such series
with all unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of such series which have been redeemed
either at the election of the Company pursuant to the terms of such series of Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If as a result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to this Section 1202,
the principal amount of Securities of such series to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Securities of such series for redemption, except upon Company Request, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however,
that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of
that series purchased by the Company having an unpaid principal amount equal to the cash payment requested to be released to the
Company.


 


Section 1203. Redemption of Securities for Sinking Fund.


 


Not less than 75 days prior to each sinking fund payment date
for any series of Securities, the Company shall deliver to the Trustee an Officers’ Certificate specifying the amount of
the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting
of Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered.
If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking
fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 60 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall
be made upon the terms and in the manner stated in Sections 1106 and 1107.


 




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ARTICLE THIRTEEN 


 


REPAYMENT AT THE OPTION OF HOLDERS 


 


Section 1301. Applicability of Article.


 


Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of
such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 309, shall not operate as a payment, redemption or
satisfaction of the indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be cancelled. Notwithstanding anything to the
contrary contained in this Section 1301, in connection with any repayment of Securities, the Company may arrange for the
purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such
Securities by paying to the Holders of such Securities on or before the applicable repayment date an amount not less than the
repayment price payable by the Company on repayment of such Securities, and the obligation of the Company to pay the
repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such
purchasers.


 


Unless otherwise expressly stated in this Indenture or pursuant
to Section 301 with respect to the Securities of any series or unless the context otherwise requires, all references in this
Indenture to the repayment of Securities at the option of the Holders thereof (and all references of like import) shall be deemed
to include a reference to the repurchase of Securities at the option of the Holders thereof.


 


ARTICLE FOURTEEN 


 


SECURITIES IN FOREIGN CURRENCIES 


 


Section 1401. Applicability of Article.


 


Whenever this Indenture provides for (i) any action by,
or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities are denominated
in the same Currency or (ii) any distribution to Holders of Securities of any series in which not all of such Securities are
denominated in the same Currency, in the absence of any provision to the contrary in or pursuant to this Indenture or the Securities
of such series, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated for any such
action, determination or distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis
of exchange and as of the record date with respect to Registered Securities of such series (if any) for such action, determination
or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such distribution)
as the Company may specify in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine.


 


ARTICLE FIFTEEN 


 


MEETINGS OF HOLDERS OF SECURITIES 


 


Section 1501. Purposes for Which Meetings May Be Called.


 


A meeting of Holders of Securities of any series may be called
at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by Holders of Securities of such series.


 


Section 1502. Call, Notice and Place of Meetings.


 


(1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held at such time and at such place in the Borough
of Manhattan, The City of New York, or, if Securities of such series have been issued in whole or in part as Bearer Securities,
in London or in such place outside the United States as the Trustee shall determine. Notice of every meeting of Holders of Securities
of any series, setting forth the time and the 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 106, not less than 21 nor more than 180 days prior to the date
fixed for the meeting.


 




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(2) In case at any time the Company (by or pursuant to a
Board Resolution) or the Holders of at least 10% in principal amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have mailed notice of or made the first publication of the notice of such meeting within 21 days after
receipt of such request (whichever shall be required pursuant to Section 106) or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or, if
Securities of such series are to be issued as Bearer Securities, in London for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in clause (1) of this Section.


 


Section 1503. Persons Entitled to Vote at Meetings.


 


To be entitled to vote at any meeting of Holders of Securities
of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed
by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder
or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series
shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and
any representatives of the Company and its counsel.


 


Section 1504. Quorum; Action.


 


The Persons entitled to vote a majority in principal amount
of the Outstanding Securities of a series shall constitute a quorum for a meeting or duly reconvened meeting of Holders of Securities
of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of at least 66- 2⁄3% in principal amount of the
Outstanding Securities of a series, the Persons entitled to vote 66- 2⁄3% in principal amount of the Outstanding Securities
of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting
may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice
of the reconvening of any adjourned meeting shall be given as provided in Section 1502(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening
of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series which shall constitute a quorum.


 


Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the
affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however,
that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders
of at least 66- 2⁄3% in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders of at
least 66- 2⁄3% in principal amount of the Outstanding Securities of that series; and provided, further, that,
except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting
or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of
such specified percentage in principal amount of the Outstanding Securities of such series.


 




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Any resolution passed or decision taken at any meeting of Holders
of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such
series and the Coupons appertaining thereto, whether or not such Holders were present or represented at the meeting.


 


Section 1505. Determination of Voting Rights; Conduct
and Adjournment of Meetings.


 


(1) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities
of such series in regard to proof of the holding of Securities of such series 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 shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or
by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof.


 


(2) 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 Holders of Securities as provided
in Section 1502(2), in which case the Company or the Holders of Securities of the series 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 Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting.


 


(3) At any meeting, each Holder of a Security of such series
or proxy shall be entitled to one vote for each $1,000 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. If the Securities of such series are issuable in minimum denominations
of less than $1,000, then a Holder of such a Security in a principal amount of less than $1,000 shall be entitled to a fraction
of one vote which is equal to the fraction that the principal amount of such Security bears to $1,000. The chairman of the meeting
shall have no right to vote, except as a Holder of a Security of such series or proxy.


 


(4) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote
a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be
held as so adjourned without further notice.


 


Section 1506. Counting Votes and Recording Action of
Meetings.


 


The vote upon any resolution submitted to any meeting of Holders
of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities
of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities
of such series held or represented by them. The permanent 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 triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings
of each meeting of Holders of Securities of any series 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 given
as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits
of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed
and verified shall be conclusive evidence of the matters therein stated.


 


* * * * *


 




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


 


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


  


	 	SUSSEX BANCORP
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	Title:	 


 




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	 	[NAMES OF TRUSTEE],
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	Title:	 


 




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