Exhibit 4.11


 


I.D. SYSTEMS, INC.

and

_______________________________, as Trustee

INDENTURE

Dated as of ___________, 20__

Providing for the Issuance of Debt Securities


  




    	 



    	 



    

  


CROSS-REFERENCE TABLE*


  


	Trust Indenture	 
	Act Section	Indenture Section
	310	(a)(1)	N.A.
	 	(a)(2)	6.13
	 	(a)(3)	6.13
	 	(a)(4)	N.A.
	 	(a)(5)	7.01
	 	(b)	7.02
	 	(c)	7.02
	311	(a)	7.03
	 	(b)	7.03
	 	(c)	7.03
	312	(a)	7.03
	 	(b)	7.04; 1.02
	 	(c)	1.02
	313	(a)	1.02
	 	(b)(2)	N.A.
	 	(c)	1.02
	 	(d)	N.A.
	314	(a)	6.01
	 	(c)(1)	6.02; 1.06
	 	(c)(2)	6.01
	 	(c)(3)	6.01
	 	(e)	5.14
	 	(f)	1.01
	315	(a)	5.12
	 	(b)	5.02
	 	(c)	N.A.
	 	(d)	5.08
	 	(e)	3.07
	316	(a)(last sentence)	5.03
	 	(a)(1)(A)	5.04
	 	(a)(1)(B)	4.06
	 	(a)(2)	1.07
	 	(b)	N.A.
	 	(c)	1.07


 





 






N.A. means
not applicable


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


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	ARTICLE I  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 
	Section 1.01	Definitions	1
	Section 1.02	Officers’ Certificates and Opinions	6
	Section 1.03	Form of Documents Delivered to Trustee	6
	Section 1.04	Acts of Securityholders.	6
	Section 1.05	Notices, etc., to Trustee and Company	7
	Section 1.06	Notice To Securityholders; Waiver	7
	Section 1.07	Conflict with Trust Indenture Act	8
	Section 1.08	Effect of Headings and Table of Contents	8
	Section 1.09	Successors and Assigns	8
	Section 1.10	Separability Clause	8
	Section 1.11	Benefits of Indenture	8
	Section 1.12	Governing Law	8
	Section 1.13	Counterparts	8
	Section 1.14	Judgment Currency	8
	Section 1.15	Legal Holidays	8
	 	 	 
	ARTICLE II  SECURITY FORMS	9
	 	 
	Section 2.01	Forms Generally	9
	Section 2.02	Forms of Securities	9
	Section 2.03	Securities in Global Form	9
	Section 2.04	Form of Trustee’s Certificate of Authentication	9
	 	 	 
	ARTICLE III  THE SECURITIES	10
	 	 
	Section 3.01	General Title; General Limitations; Issuable in Series; Terms of Particular Series.	10
	Section 3.02	Denominations and Currency	12
	Section 3.03	Execution, Authentication and Delivery, and Dating	12
	Section 3.04	Temporary Securities	14
	Section 3.05	Registration, Transfer and Exchange	14
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities	16
	Section 3.07	Payment of Interest; Interest Rights Preserved	16
	Section 3.08	Persons Deemed Owners	17
	Section 3.09	Cancellation.	17
	Section 3.10	Computation of Interest	17
	 	 	 
	ARTICLE IV  SATISFACTION AND DISCHARGE	18
	 	 
	Section 4.01	Satisfaction and Discharge of Indenture	18
	Section 4.02	Discharge and Defeasance	19
	Section 4.03	Covenant Defeasance	19
	Section 4.04	Conditions To Defeasance Or Covenant Defeasance	19
	Section 4.05	Application of Trust Money; Excess Funds	20
	Section 4.06	Paying Agent to Repay Moneys Held	21
	Section 4.07	Return of Unclaimed Amounts	21
	 	 	 
	ARTICLE V  ARTICLE V REMEDIES	21
	 	 
	Section 5.01	Events of Default	21
	Section 5.02	Acceleration of Maturity; Rescission, and Annulment	22
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	23
	Section 5.04	Trustee May File Proofs of Claim	23


 




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	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	24
	Section 5.06	Application of Money Collected	24
	Section 5.07	Limitation on Suits	24
	Section 5.08	Unconditional Right of Securityholders to Receive Principal, Premium, and Interest	25
	Section 5.09	Restoration of Rights and Remedies	25
	Section 5.10	Rights and Remedies Cumulative	25
	Section 5.11	Delay or Omission Not Waiver	25
	Section 5.12	Control by Securityholders	25
	Section 5.13	Waiver of Past Defaults	25
	Section 5.14	Undertaking for Costs	25
	Section 5.15	Waiver of Stay or Extension Laws	26
	 	 	 
	ARTICLE VI  THE TRUSTEE	26
	 	 	 
	Section 6.01	Certain Duties and Responsibilities of Trustee.	26
	Section 6.02	Notice of Defaults	27
	Section 6.03	Certain Rights of Trustee	27
	Section 6.04	Not Responsible for Recitals or Issuance of Securities	27
	Section 6.05	May Hold Securities	28
	Section 6.06	Money Held in Trust	28
	Section 6.07	Compensation and Reimbursement	28
	Section 6.08	Disqualification; Conflicting Interests	28
	Section 6.09	Corporate Trustee Required; Eligibility	28
	Section 6.10	Resignation and Removal; Appointment of Successor.	29
	Section 6.11	Acceptance of Appointment by Successor	30
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	30
	Section 6.13	Preferential Collection of Claims Against Company	30
	Section 6.14	Appointment of Authenticating Agent	31
	 	 	 
	ARTICLE VII  SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	31
	 	 
	Section 7.01	Company to Furnish Trustee Names and Addresses of Securityholders	31
	Section 7.02	Preservation of Information; Communications to Securityholders.	32
	Section 7.03	Reports by Trustee.	33
	Section 7.04	Reports by Company	33
	 	 	 
	ARTICLE VIII  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	33
	 	 
	Section 8.01	Company May Consolidate, etc., Only on Certain Terms	33
	Section 8.02	Successor Corporation Substituted	34
	 	 	 
	ARTICLE IX  SUPPLEMENTAL INDENTURES	34
	 	 
	Section 9.01	Supplemental Indentures Without Consent of Securityholders	34
	Section 9.02	Supplemental Indentures With Consent of Securityholders	35
	Section 9.03	Execution of Supplemental Indentures	36
	Section 9.04	Effect of Supplemental Indentures	36
	Section 9.05	Conformity With Trust Indenture Act	36
	Section 9.06	Reference in Securities to Supplemental Indentures	36
	 	 	 
	ARTICLE X  COVENANTS	36
	 	 	 
	Section 10.01	Payment of Principal, Premium and Interest	36
	Section 10.02	Maintenance of Office or Agency	36
	Section 10.03	Money or Security Payments to Be Held in Trust	37


 




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	Section 10.04	Certificate to Trustee	37
	Section 10.05	Corporate Existence	37
	 	 	 
	ARTICLE XI  REDEMPTION OF SECURITIES	37
	 	 
	Section 11.01	Applicability of Article	37
	Section 11.02	Election to Redeem; Notice to Trustee	38
	Section 11.03	Selection by Trustee of Securities to be Redeemed	38
	Section 11.04	Notice of Redemption	38
	Section 11.05	Deposit of Redemption Price	39
	Section 11.06	Securities Payable on Redemption Date	39
	Section 11.07	Securities Redeemed in Part	39
	Section 11.08	Provisions with Respect to any Sinking Funds	39
	 	 	 
	ARTICLE XII  REPAYMENT AT OPTION OF HOLDERS	40
	 	 
	Section 12.01	Applicability of Article	40
	Section 12.02	Repayment of Securities	40
	Section 12.03	Exercise of Option	40
	Section 12.04	When Securities Presented for Repayment Become Due and Payable	41
	Section 12.05	Securities Repaid in Part	41


 




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THIS INDENTURE, between
I.D. Systems, Inc., a Delaware corporation (hereinafter called the “Company”) having its principal office at
123 Tice Boulevard, Woodcliff Lake, New Jersey 07677, and, [ ], a [ ] as trustee (hereinafter called the “Trustee”),
is made and entered into as of this [ ] day of [ ], 20[  ].


 


Recitals of the Company


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the issuance of its unsecured debentures, notes, bonds,
and other evidences of indebtedness, to be issued in one or more fully registered series.


 


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


 


Agreements of the Parties


 


To set forth or to
provide for the establishment of the terms and conditions upon which the Securities (as hereinafter defined) are and are to be
authenticated, issued, and delivered, and in consideration of the premises thereof, and the purchase of Securities by the Holders
(as hereinafter defined) thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all
Holders from time to time of the Securities or of any series thereof, as the case may be:


 


ARTICLE
I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
1.01 Definitions. For all purposes of this Indenture and of any indenture supplemental hereto, except as otherwise
expressly provided or unless the context otherwise requires:


 


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


 


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


 


(c)
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted
in the United States of America at the date of such computation; and


 


(d)
all references in this instrument to designated “Articles”, “Sections” and other subdivisions are
to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words “herein”,
“hereof”, and “hereunder” and other words of similar import refer to this Indenture as a whole and not
to any particular Article, Section, or other subdivision.


 


(e)
the following terms will have the meanings set forth below:


 


“Act”,
when used with respect to any Securityholder (as hereinafter defined), has the meaning specified in Section 1.04.


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee to authenticate Securities of one or more series under Section 6.14.


 


“Authentication
Order” has the meaning specified in Section 3.03.


 




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“Board of
Directors” means (i) the board of directors of the Company, (ii) any duly authorized committee of that board, or (iii)
any officer, director, or authorized representative of the Company, in each case duly authorized by such Board to act hereunder.


 


“Board Resolution”
means a copy of a resolution 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, and delivered to the Trustee.


 


“Capital Stock”
means, with respect to any Person, any capital stock (including preferred stock), shares, interests, participations or other ownership
interests (however designated) of such Person and any rights (other than debt securities convertible or exchangeable for corporate
stock), warrants or options to purchase any thereof.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties on such date.


 


“Company”
means I.D. Systems, Inc., unless and until a successor corporation shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Company” shall mean such successor corporation.


 


“Company Request”,
“Company Order”, and “Company Consent” mean, respectively, a written request, order, or consent
signed in the name of the Company by the chairman of the Board of Directors, the chief executive officer, the chief financial officer,
the treasurer, the controller, or by any other officer or officers of the Company pursuant to an applicable Board Resolution, and
delivered to the Trustee.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at [                                      ].


 


“Corporation”
means a corporation, association, company, joint-stock company, limited liability company or business trust.


 


“Covenant
Defeasance” has the meaning specified in Section 4.03.


 


“Defaulted
Interest” has the meaning specified in Section 3.07.


 


“Defeasance”
has the meaning specified in Section 4.02.


 


“Depositary”
means with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person designated
as Depositary by the Company pursuant to Section 3.01, unless and until a successor Depositary shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Depositary ” shall mean or include each Person who
is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary ” as used with respect
to the Securities of any such series shall mean the “Depositary ” with respect to the Securities of that series.


 


“Equivalent
Government Securities” means, in relation to Securities denominated in a currency other than U.S. dollars, securities
of the government that issued the currency in which such Securities are denominated or securities of government agencies backed
by the full faith and credit of such government.


 


“Event of
Default” has the meaning specified in Article 5.


 


“Holder”,
“Securityholder” and “Holder of Securities” means a Person in whose name a Security is registered
in the Security Register (as hereinafter defined).


 


“Indebtedness”
with respect to any Person means (1) any liability of such Person (a) for borrowed money, or (b) evidenced by a bond, note, debenture
or similar instrument (including purchase money obligations but excluding Trade Payables), or (c) for the payment of money relating
to a lease that is required to be classified as a capitalized lease obligation in accordance with generally accepted accounting
principles; (2) mandatorily redeemable preferred or preference stock of a Subsidiary held by Persons other than the Company or
a Subsidiary; (3) any liability of others described in the preceding clause (1) that such Person has guaranteed, that is recourse
to such Person or that is otherwise such Person’s legal liability; and (4) any amendment, supplement, modification, deferral,
renewal, extension or refunding of any liability of the types referred to in clauses (1), (2) and (3) above.


 




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“Indenture”
or “this Indenture” means this instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include
the terms of any particular series of Securities established as contemplated by Section 3.01.


 


“Interest
Payment Date”, when used with respect to any series of Securities, means any date on which an installment of interest
on those Securities is scheduled to be paid.


 


“Maturity”,
when used with respect to any Security, means the date on which the principal amount outstanding under such Security or an installment
of principal amount outstanding under such Security becomes due and payable, as therein or herein provided, whether on the Scheduled
Maturity Date (as hereinafter defined), by declaration of acceleration, call for redemption, or otherwise.


 


“New York
Business Day” means (except, with respect to any particular series of Securities, as may be otherwise provided in the
form of such Securities) any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law, regulation, or executive order to be closed.


 


“Officers’
Certificate” means a certificate signed by any two of the chairman of the Board of Directors, the chief executive officer,
the president, any vice president, the treasurer or by any other officer or officers of the Company pursuant to an applicable Board
Resolution, and delivered to the Trustee.


 


“Opinion of
Counsel” means a written opinion of counsel to the Company, which counsel may be an employee of the Company or other
counsel who shall be reasonably acceptable to the Trustee.


 


“Original
Issue Discount Security” means any Security which is initially sold at a discount from the principal amount thereof and
the terms of which provide that upon redemption or acceleration of the Maturity thereof, an amount less than the principal amount
thereof would become due and payable.


 


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


 


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


 


(b)
such Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore
deposited in trust with the Trustee or with any Paying Agent (as hereinafter defined) other than the Company, or, if the Company
shall act as its own Paying Agent, has been set aside and segregated in trust by the Company; provided, in any case, that if such
Securities are to be redeemed prior to their Scheduled Maturity Date, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made; and


 


(c)
such Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, or which shall have been paid, in each case, pursuant to the terms of Section 3.06 (except with respect to any such
Security as to which proof satisfactory to the Trustee is presented that such Security is held by a Person in whose hands such
Security is a legal, valid, and binding obligation of the Company).


 




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In determining whether
the Holders of the requisite principal amount of such Securities Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration
of acceleration of the Maturity thereof. In determining whether the Holders of the requisite principal amount of such Securities
Outstanding have given a direction concerning the time, method, and place of conducting any proceeding for any remedy available
to the Trustee, or concerning the exercise of any trust or power conferred upon the Trustee under this Indenture, or concerning
a consent on behalf of the Holders of any series of Securities to the waiver of any past default and its consequences, Securities
owned by the Company, 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. In determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, or waiver, only Securities which a Responsible Officer assigned to the corporate trust
department of the Trustee knows to be owned by the Company or any other obligor upon the Securities or any Affiliate of the Company
or such other obligor shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act as owner with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other
obligor.


 


“Paying Agent”
means, with respect to any Securities, any Person appointed by the Company to distribute amounts payable by the Company on such
Securities. If at any time there shall be more than one such Person, “Paying Agent” as used with respect to the Securities
of any particular series shall mean the Paying Agent with respect to Securities of that series. As of the date of this Indenture,
the Company has appointed [   ] as Paying Agent with respect to all Securities issuable hereunder.


 


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


 


“Place of
Payment” means with respect to any series of Securities issued hereunder the city or political subdivision so designated
with respect to the series of Securities in question in accordance with the provisions of Section 3.01.


 


“Predecessor
Securities” of any particular Security means every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered
under Section 3.06 in lieu of a lost, destroyed, mutilated, or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed, mutilated, or stolen Security.


 


“Record Date”
means any date as of which the Holder of a Security will be determined for any purpose described herein, such determination to
be made as of the close of business on such date by reference to the Security Register.


 


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


 


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


 


“Repayment
Date”, when used with respect to any Security to be repaid, means the date fixed for such repayment pursuant to such
Security.


 


“Repayment
Price”, when used with respect to any Security to be repaid, means the price at which it is to be repaid pursuant to
such Security.


 


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


 


“Scheduled
Maturity Date”, when used with respect to any Security, means the date specified in such Security as the date on which
all outstanding principal and interest will be due and payable.


 




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“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, of any series authenticated and delivered from time to time under this Indenture.


 


“Security
Register” shall have the meaning specified in Section 3.05.


 


“Security
Registrar” means the Person who maintains the Security Register, which Person shall be the Trustee unless and until a
successor Security Registrar is appointed by the Company.


 


“Senior Indebtedness”
means all obligations or indebtedness of, or guaranteed or assumed by, the Company, whether or not represented by bonds, debentures
notes or similar instruments, for borrowed money, and any amendments, renewals, extensions, modifications and refundings of any
such obligations or indebtedness, unless in the instrument creating or evidencing any such indebtedness or obligations or pursuant
to which the same is outstanding it is specifically stated, at or prior to the time the Company becomes liable in respect thereof,
that any such obligation or indebtedness or such amendment, renewal, extension, modification and refunding thereof is not Senior
Indebtedness.


 


“Significant
Subsidiary” means each Subsidiary which is a “significant subsidiary” as defined in Rule 1-02(w) of
Regulation S-X, as amended or modified and in effect from time to time.


 


“Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 


“Specified
Currency” has the meaning specified in Section 3.01.


 


“Subsidiary”
means any corporation, partnership or other entity of which at the time of determination the Company owns or controls directly
or indirectly more than 50% of the shares of voting stock or equivalent interest.


 


“Trade Payables”
means accounts payable or any other Indebtedness or monetary obligations to trade creditors created or assumed in the ordinary
course of business in connection with the obtaining of materials, finished products, inventory or services.


 


“Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939, as in force as of the date hereof, except as
provided in Section 9.05.


 


“Trustee”
means the party named as such above until a successor becomes such pursuant to this Indenture and thereafter means or includes
each party who is then a trustee hereunder, and if at any time there is more than one such party, “Trustee” as used
with respect to the Securities of any series means the Trustee with respect to Securities of that series. If Trustees with respect
to different series of Securities are trustees under this Indenture, nothing herein shall constitute the Trustees co-trustees of
the same trust, and each Trustee shall be the trustee of a trust separate and apart from any trust administered by any other Trustee
with respect to a different series of Securities.


 


“U.S. Government
Obligations” means (i) securities that are direct obligations of the United States of America, the payment of which is
unconditionally guaranteed by the full faith and credit of the United States of America and (ii) securities that are obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment
of which is unconditionally guaranteed by the full faith and credit of the United States of America, and also includes depository
receipts issued by a bank or trust company as custodian with respect to any of the securities described in the preceding clauses
(i) and (ii), and any payment of interest or principal payable under any of the securities described in the preceding clauses (i)
and (ii) that is 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,
or from any amount received by the custodian in respect of such securities, or from any specific payment of interest or principal
payable under the securities evidenced by such depository receipt.


 


“Voting Stock”,
as applied to the stock of any corporation, means stock of any class or classes (however designated), the outstanding shares of
which have, by the terms thereof, ordinary voting power to elect a majority of the members of the board of directors (or other
governing body) of such corporation, other than stock having such power only by reason of the happening of a contingency.


 




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Section
1.02 Officers’ Certificates and Opinions. Every Officers’ Certificate, Opinion of Counsel, and other
certificate or opinion to be delivered to the Trustee under this Indenture with respect to any action to be taken by the Trustee
(except for the Officers’ Certificate required by Section 10.04) shall include the following:


 


(a)
a statement that each individual signing such certificate or opinion has read all covenants and conditions of this Indenture
relating to such proposed action, including the definitions herein relating thereto;


 


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


 


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


 


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


 


Section
1.03 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 the 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 a certificate or opinion of, or
representations by, legal counsel, unless such officer knows that any such certificate, opinion, or representation is erroneous.
Any opinion of counsel for the Company 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, unless such counsel knows that any such certificate, opinion, or
representation is 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, such instruments may, but need not, be consolidated and form a single instrument.


 


Section
1.04 Acts of Securityholders.


 


(a)
Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Indenture to be
given or taken by Securityholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Securityholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee and (if expressly required
by the applicable terms of this Indenture) to the Company. If any Securities are denominated in coin or currency other than that
of the United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities
have taken any action as herein described, the principal amount of such Securities shall be deemed to be that amount of United
States dollars that could be obtained for such principal amount on the basis of the spot rate of exchange into United States dollars
for the currency in which such Securities are denominated (as evidenced to the Trustee by a certificate provided by a financial
institution, selected by the Company, that maintains an active trade in the currency in question, acting as conversion agent) as
of the date the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided
in the immediately preceding sentence. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Securityholders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.


 




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(b)
The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness
to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument
or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 


(c)
The ownership of Securities shall for all purposes be determined by reference to the Security Register, as such register
shall exist as of the applicable date.


 


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


 


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


 


Section
1.05 Notices, etc., to Trustee and Company. Any request, order, authorization, direction, consent, waiver, or other
action to be taken by the Trustee, the Company, or the Securityholders hereunder (including any Authentication Order), and any
notice to be given to the Trustee or the Company with respect to any action taken or to be taken by the Trustee, the Company, or
the Securityholders hereunder, shall be sufficient if made in writing and


 


(a)
(if to be furnished or delivered to or filed with the Trustee by the Company or any Securityholder) delivered to the Trustee
at its Corporate Trust Office, Attention: [                       ],
or


 


(b)
(if to be furnished or delivered to the Company by the Trustee or any Securityholder, and except as otherwise provided in
Section 5.01(d) and, in the case of a request for repayment, except as specified in the Security carrying the right to repayment)
mailed to the Company, first-class postage prepaid, at its principal office (as specified in the first paragraph of this instrument),
Attention: [                       ],
or at any other address hereafter furnished in writing by the Company to the Trustee.


 


Section
1.06 Notice To Securityholders; Waiver. Where this Indenture or any Security provides for notice to Securityholders
of any event, such notice shall be sufficiently given (unless otherwise expressly provided herein or in such Security) if in writing
and mailed, first-class postage prepaid, to each Securityholder affected by such event, at his or her address as it appears in
the Security Register as of the applicable Record Date, not later than the latest date or earlier than the earliest date prescribed
by this Indenture or such Security for the giving of such notice. In any case where notice to Securityholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed to any particular Securityholder shall affect the
sufficiency of such notice with respect to other Securityholders. Where this Indenture or any Security 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 Securityholders 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.


 




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In case, by reason
of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Securityholder when such notice is required to be given pursuant to any provision of this Indenture
or the applicable Security, then any method of notification as shall be satisfactory to the Trustee and the Company shall be deemed
to be sufficient for the giving of such notice.


 


Section
1.07 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control.


 


Section
1.08 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents
hereof are for convenience only and shall not affect the construction of any provision of this Indenture.


 


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


 


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


 


Section
1.11 Benefits of Indenture. Nothing in this Indenture or in any Securities, express or implied, shall give to any
Person, other than the parties hereto, their successors hereunder, the Authenticating Agent, the Security Registrar, any Paying
Agent, and the Holders of Securities (or such of them as may be affected thereby), any benefit or any legal or equitable right,
remedy or claim under this Indenture.


 


Section
1.12 Governing Law. This Indenture shall be governed by and construed in accordance with the laws of the State of
New York.


 


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


 


Section
1.14 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 with respect to the Securities of any series it is necessary
to convert the sum due in respect of the principal, premium, if any, or interest, if any, payable with respect to such Securities
into a currency in which a judgment can be rendered (the “Judgment Currency”), the rate of exchange from the
currency in which payments under such Securities is payable (the “Required Currency”) into the Judgment Currency
shall be the highest bid quotation (assuming European-style quotation — i.e., Required Currency per Judgment Currency)
received by the Company from three recognized foreign exchange dealers in the City of New York for the purchase of the aggregate
amount of the judgment (as denominated in the Judgment Currency) on the New York Business Day preceding the date on which a final
unappealable judgment is rendered, for settlement on such payment date, and at which the applicable dealer timely commits to execute
a contract, and (b) the Company’s obligations under this Indenture to make payments in the Required Currency (i) shall not
be discharged or satisfied by any tender, or by any recovery pursuant to any judgment (whether or not entered in accordance with
the preceding 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 judgment creditor 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.


 


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


 




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ARTICLE
II

SECURITY FORMS


 


Section
2.01 Forms Generally. The Securities of each series shall have such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon, as may be required to comply with the rules of any securities exchange, or as
may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.
Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face
of the Security.


 


The definitive Securities,
if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or
may be produced in any other manner permitted by the rules of any securities exchange, all as determined by the officers executing
such Securities, as evidenced by their execution of such Securities.


 


Section
2.02 Forms of Securities. Each Security shall be in one of the forms approved from time to time by or pursuant to
any Board Resolution, or established in one or more indentures supplemental hereto. Prior to the delivery to the Trustee for authentication
of any Security in any form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee a copy of such
Board Resolution, together with a true and correct copy of the form of Security which has been approved thereby, or, if a Board
Resolution authorizes a specific officer or officers to approve a form of Security, together with a certificate of such officer
or officers approving the form of Security attached thereto, provided, however, that with respect to all Securities
issued pursuant to the same Board Resolution, the required copy of such Board Resolution, together with the appropriate attachment,
need be delivered only once. Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to form to
the Trustee, such acceptance to be evidenced by the Trustee’s authentication of Securities in that form or by a certificate
signed by a Responsible Officer of the Trustee and delivered to the Company.


 


Section
2.03 Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, the global
security representing such Securities may provide that it shall represent the aggregate amount of Outstanding Securities from time
to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from
time to time be reduced to reflect exchanges or increased to reflect the issuance of additional Securities. Any endorsement of
a Security in global form to reflect the amount (or any increase or decrease in the amount) of Outstanding Securities represented
thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Authentication Order
delivered to the Trustee pursuant to Section 3.03 hereof.


 


Section
2.04 Form of Trustee’s Certificate of Authentication. The form of Trustee’s Certificate of Authentication
for any Security issued pursuant to this Indenture shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


[       ],
as Trustee,


 


By: 


Authorized Officer:


 




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ARTICLE
III

THE SECURITIES


 


Section
3.01 General Title; General Limitations; Issuable in Series; Terms of Particular Series.


 


(a) The aggregate principal
amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.


 


(b) The Securities
may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors.
All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof,
without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity
Date thereof.


 


(c) Each series of
Securities shall be created either by or pursuant to one or more Board Resolutions, by an Officers’ Certificate or by one
or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities
created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms
of any such series of Securities, including the following (as and to such extent as may be applicable):


 


(1) the
title of such series;


 


(2) the
limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;


 


(3) the
issue date or issue dates of the Securities of such series;


 


(4) the
Scheduled Maturity Date of the Securities of such series;


 


(5) the
place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to
the Securities of such series shall be payable;


 


(6) whether
the Securities of such series will be issued at par or at a premium over or a discount from their face amount;


 


(7) the
rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable,
the method by which such rate or rates may be determined;


 


(8) the
date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the
Interest Payment Dates on which such interest shall be payable;


 


(9) the
rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such
extension;


 


(10) the
period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon
which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;


 


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


 


(12) the
issuance of the Securities of such series in whole or in part in global form and, if so, the identity of the Depositary for such
global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security
may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section
3.05);


 


(13) whether
such securities are subordinated securities and if so, the provisions for such subordination;


 


(14) the
denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of
such Securities) if other than U.S. $1,000 or an integral multiple thereof;


 




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(15) whether
and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments,
or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities
rather than pay such additional amounts;


 


(16) the
basis upon which interest shall be calculated;


 


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


 


(18) the
exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities
of a different series or for or into any other securities which may include shares of Capital Stock of the Company or any Subsidiary
of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities
unaffiliated with the Company or any Subsidiary of the Company;


 


(19) if
other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”)
in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any,
or additional amounts, if any, payable with respect to such Securities shall or may be payable;


 


(20) if
the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such
series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election
of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election
may be made;


 


(21) if
the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities
of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities,
or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner
in which such amounts shall be determined;


 


(22) the
exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same
aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;


 


(23) the
appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee,
with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities
of such series;


 


(24) any
trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect
to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;


 


(25) the
portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section
5.04;


 


(26) any
Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default
set forth herein with respect to such series;


 


(27) any
covenant solely for the benefit of the Securities of such series;


 




    	-11-



    	 



    

 


(28) the
inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable,
the covenants subject to Covenant Defeasance under Section 4.03; and


 


(29) any
other terms of the securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, but
which may modify or delete any provision of this Indenture insofar as it applies to such series).


 


If all of the Securities
issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’
Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’
Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security.


 


If any series of Securities
shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such
Board Resolution of an Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such series
to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security
of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the
Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect
to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer
or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant
to the aforementioned Board Resolution.


 


Unless otherwise provided
by or pursuant to the Board Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances
of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for
the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment.


 


The form of the Securities
of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series.
The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors
or its authorized representative or representatives may determine.


 


Unless otherwise provided
with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without
coupons.


 


Section
3.02 Denominations and Currency. The Securities of each series shall be issuable in such denominations and currency
as shall be provided in the provisions of this Indenture or by or pursuant to the Board Resolution or supplemental indenture creating
such series. In the absence of any such provisions with respect to the Securities of any series, the Securities of that series
shall be issuable only in fully registered form in denominations of U.S. $1,000 and any integral multiple thereof.


 


Section
3.03 Execution, Authentication and Delivery, and Dating. The Securities shall be executed on behalf of the Company
by the president, any vice president, the treasurer or any assistant treasurer and attested by the secretary or any one of its
assistant secretaries, under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile.
The seal of the Company, if set forth thereon, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted,
or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal
or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered
by the Trustee.


 


Unless otherwise provided
in the form of Security for any series, all Securities shall be dated the date of their authentication.


 


Securities bearing
the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.


 




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At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Securities to the Trustee for authentication,
together with a Company Order for authentication and delivery (such Order an “Authentication Order”) with respect
to such Securities, and the Trustee shall, upon receipt of such Authentication Order, in accordance with procedures acceptable
to the Trustee set forth in the Authentication Order, and subject to the provisions hereof, authenticate and deliver such Securities
to such recipients as may be specified from time to time pursuant to such Authentication Order. The material terms of such Securities
shall be determinable by reference to such Authentication Order and procedures. If provided for in such procedures, such Authentication
Order may authorize authentication and delivery of such Securities pursuant to oral instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
the provisions of Section 6.01 hereof) shall be fully protected in relying upon:


 


(1) an
executed supplemental indenture, if any;


 


(2) an
Officers’ Certificate, certifying as to the authorized form or forms and terms of such Securities; and


 


(3) an
Opinion of Counsel, stating that:


 


(a)
the form or forms and terms of such Securities have been established by and in conformity with the provisions of this Indenture;
provided that if all such Securities are not to be issued at the same time, such Opinion of Counsel may state that such
terms will be established in conformity with the provisions of this Indenture, subject to any conditions specified in such Opinion
of Counsel; and


 


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


 


provided, however , that if all
Securities issuable by or pursuant to a Board Resolution or supplemental indenture are not to be originally issued at one time,
it shall not be necessary to deliver the Officers’ Certificate or Opinion of Counsel otherwise required pursuant to this
paragraph at or prior to the time of authentication of each such Security if such documents are delivered at or prior to the time
of authentication upon original issuance of the first such Security to be issued. After the original issuance of the first such
Security to be issued, any separate request by the Company that the Trustee authenticate such Securities for original issuance
will be deemed to be a certification by the Company that it is in compliance with all conditions precedent provided for in this
Indenture relating to the authentication and delivery of such Securities.


 


The Trustee shall not
be required to authenticate such Securities if the issue thereof will adversely affect the Trustee’s own rights, duties,
or immunities under the Securities and this Indenture.


 


If the Company shall
establish pursuant to Section 3.01 that Securities of a series may be issued in whole or in part in global form, then the Company
shall execute, and the Trustee shall (in accordance with this Section 3.03 and the Authentication Order with respect to such series)
authenticate and deliver, one or more Securities in global form that (i) shall represent and shall be denominated in an aggregate
amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such one or more
Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form,
or in the name of a nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s
instruction, and (iv) shall bear a legend substantially as follows: “Unless and until it is exchanged in whole or in part
for Securities in certificated form, this Security may not be transferred except as a whole by the Depositary to a nominee of the
Depositary, or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to
Section 3.01 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary,
be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.


 




    	-13-



    	 



    

 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder.


 


Section
3.04 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute,
and, upon receipt of the documents required by Sections 2.02, 3.01 and 3.03 hereof, together with an Authentication Order, the
Trustee shall authenticate and deliver, temporary Securities of such series that 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, without coupons, and with such appropriate insertions, omissions, substitutions, and other
variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. In the
case of Securities of any series for which a temporary Security may be issued in global form, such temporary global security shall
represent all of the Outstanding Securities of such series and tenor.


 


Except in the case
of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities
of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities of such series shall be exchangeable, at the Corporate
Trust Office of the Trustee, or at such other office or agency as may be maintained by the Company in a Place of Payment pursuant
to Section 10.02 hereof, for definitive Securities of such series having identical terms and provisions, upon surrender of the
temporary Securities of such series, at the Company’s own expense and without charge to the Holder; and upon surrender for
cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Securities of such series in authorized denominations containing
identical terms and provisions. Unless otherwise specified as contemplated by Section 3.01 with respect to a temporary Security
in global form, until so exchanged, the temporary Securities of such series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.


 


Section
3.05 Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee shall keep a
register (herein sometimes referred to as the “Security Register”) which shall provide for the registration
of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to
the Trustee by the Company, subject to such reasonable regulations as the Trustee may prescribe. Such register shall be in written
form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information
contained in such register or registers shall be available for inspection at the Corporate Trust Office of the Trustee or at such
other office or agency to be maintained by the Company pursuant to Section 10.02 hereof.


 


Upon due presentation
for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office
or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities
of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date.


 


Any other provision
of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented
thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such Depositary, or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary, or by such Depositary or any such nominee to a successor Depositary for such
series or a nominee of such successor Depositary.


 


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


 




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If at any time the
Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such series, or if at any time the Depositary for the Securities
of such series shall no longer be eligible under Section 3.03 hereof, the Company, by Company Order, shall appoint a successor
Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s
election pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form shall no longer
be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication
Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of
such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal
to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or
Securities in global form.


 


The Company may at
any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any
series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company
will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities
of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in
authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global
form representing such series in exchange for such Security or Securities in global form.


 


If specified by the
Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of
Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities
of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery
of definitive Securities of such series, shall authenticate and deliver, without service charge:


 


(a)
to each Person specified by such Depositary, a new definitive Security or Securities of the same series and of the same
tenor and terms, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Security in global form; and


 


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


 


Upon the exchange of
a Security in global form for Securities in definitive form, such Security in global form shall be canceled by the Trustee or an
agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to
this Section 3.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in
global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent
of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons
in whose names such Securities are so registered or to the Depositary.


 


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


 


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


 


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


 




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Unless otherwise provided
in the Security to be transferred or exchanged, no service charge shall be imposed for any registration of transfer or exchange
of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 3.06, 9.06 and 11.07 hereof not involving any transfer.


 


The Company shall not
be required to (i) issue, register the transfer of, or exchange any Security of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption
under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) register the transfer of or exchange
any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed.


 


Section
3.06 Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated Security is surrendered to the Trustee,
or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii)
there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the
Company may in its discretion execute and upon request of the Company the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of like tenor, terms, series, Scheduled Maturity
Date, and principal amount, bearing a number not contemporaneously outstanding.


 


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


 


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


 


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


 


Section
3.07 Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable and is punctually
paid or duly provided for on any Interest Payment Date shall, if so provided in such Security, be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the applicable Record Date, notwithstanding
any transfer or exchange of such Security subsequent to such Record Date and prior to such Interest Payment Date. (unless such
Interest Payment Date is also the date of Maturity of such Security).


 


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


 




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(a)
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names any such Securities (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor 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 each such Security at his address as it appears in the Security Register,
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following clause (b).


 


(b)
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 Securities may be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall
be deemed practicable by the Trustee.


 


Interest on Securities
of any series that bear interest may be paid by mailing a check to the address of the Person entitled thereto at such address as
shall appear in the Securities Register for such series or by such other means as may be specified in the form of such Security.


 


Subject to the foregoing
provisions of this Section 3.07 and the provisions of Section 3.05 hereof, 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.


 


Section
3.08 Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the
Trustee, and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered on the applicable
Record Date(s) as the owner of such Security for the purpose of receiving payment of principal, premium, if any, interest, if any
(subject to Sections 3.05 and 3.07 hereof), and any additional amounts payable with respect to such Security, and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.


 


None of the Company,
the Trustee, any Authenticating Agent, any Paying Agent, the Security Registrar, or any Co-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 Security
in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests and each
of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.


 


Section
3.09 Cancellation. All Securities surrendered for payment, redemption, registration of transfer, exchange, or credit
against a sinking or analogous fund shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and,
if not already canceled, shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and
all Securities so delivered shall be promptly canceled by the Trustee. Acquisition of such Securities by the Company shall not
operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered
to the Trustee for cancellation. No Security shall be authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities in accordance
with its customary procedures and deliver a certificate of such disposition to the Company.


 


Section
3.10 Computation of Interest. Unless otherwise provided as contemplated in Section 3.01, interest on the Securities
shall be calculated on the basis of a 360-day year of twelve 30-day months.


 




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ARTICLE
IV

SATISFACTION AND DISCHARGE


 


Section
4.01 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to
any series of Securities (except as to any surviving rights of conversion or transfer or exchange of Securities of such series
expressly provided for herein or in the form of Security for such series and obligations described as surviving below), and the
Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture as to such series, when


 


(a)
either


 


(i)
all Securities of that series theretofore authenticated and delivered (other than (A) Securities of such series which have
been destroyed, lost, or stolen and which have been replaced or paid as provided in Section 3.06, and (B) Securities of such series
for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 4.07) have been delivered to the Trustee canceled or for cancellation;
or


 


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


 


(A) have
become due and payable, or


 


(B) will,
in accordance with their Scheduled Maturity Date, become due and payable within one year, or


 


(C) are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, and, in any of the cases described in subparagraphs (A), (B), or
(C) above, the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose,
(x) an amount in money sufficient, (y) U.S. Government Obligations or Equivalent Government Securities which through the payment
of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due
date of any payment, money sufficient, or (z) a combination of (x) and (y) sufficient, in the opinion with respect to (y) and (z)
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge the entire indebtedness on such Securities with respect to principal, premium, if any, and interest,
if any, to the date of such deposit (in the case of Securities which have become due and payable), or to the Scheduled Maturity
Date or Redemption Date, as the case may be; provided, however , that if such U.S. Government Obligations or Equivalent Government
Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S. Government Obligations,
and Equivalent Government Securities deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness
referred to above if such issuer elects to exercise such call or redemption provisions at any time prior to the Scheduled Maturity
Date or Redemption Date, as the case may be, and the Company, but not the Trustee, shall be responsible for monitoring any such
call or redemption provision; and


 


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


 


(c)
the Company has delivered to the Trustee an 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 with respect to the Securities
of such series have been complied with.


 


Notwithstanding the
satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company under paragraph
(a) of this Section 4.01 and its obligations to the Trustee with respect to that series under Section 6.07 shall survive, and the
obligations of the Trustee under Sections 4.05, 4.07 and 10.03 shall survive.


 




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Section
4.02 Discharge and Defeasance. The provisions of this Section and Section 4.04 (insofar as relating to this Section)
shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution or indenture supplemental
hereto provided pursuant to Section 3.01. In addition to discharge of this Indenture pursuant to Section 4.01, in the case of any
series of Securities with respect to which the exact amount described in subparagraph (a) of Section 4.04 can be determined at
the time of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have paid and discharged the
entire indebtedness on all the Securities of such a series as provided in this Section on and after the date the conditions set
forth in Section 4.04 are satisfied, and the provisions of this Indenture with respect to the Securities of such series shall no
longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution
of mutilated, destroyed, lost or stolen Securities of such series, (iii) rights of Holders of Securities of such series to receive,
solely from the trust fund described in subparagraph (a) of Section 4.04, payments of principal thereof, premium, if any, and interest,
if any, thereon upon the original stated due dates or upon the Redemption Dates therefor (but not upon acceleration), and remaining
rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations,
duties and immunities of the Trustee hereunder, (v) this Section 4.02, Section 4.07, Section 10.02 and Section 10.03 and (vi) the
rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them) (hereinafter called “Defeasance”), and the Trustee at the cost and expense of
the Company, shall execute proper instruments acknowledging the same.


 


Section
4.03 Covenant Defeasance. The provisions of this Section and Section 4.04 (insofar as relating to this Section) shall
apply to the Securities of each series unless specifically otherwise provided in a Board Resolution or indenture supplemental hereto
provided pursuant to Section 3.01. In the case of any series of Securities with respect to which the exact amount described in
subparagraph (a) of Section 4.04 can be determined at the time of making the deposit referred to in such subparagraph (a), (i)
the Company shall be released from its obligations under any covenants specified in or pursuant to Section 3.01 as being subject
to Covenant Defeasance with respect to such series (except as to (a) rights of registration of transfer and exchange of Securities
of such series and rights under Section 4.07, Section 10.02 and Section 10.03, (b) substitution of mutilated, destroyed, lost or
stolen Securities of such series, (c) rights of Holders of Securities of such series to receive, from the Company pursuant to Section
10.01, payments of principal thereof and interest, if any, thereon upon the original stated due dates or upon the Redemption Dates
therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking
fund payments, if any, (d) the rights, obligations, duties and immunities of the Trustee hereunder and (e) the rights of the Holders
of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all
or any of them), and (ii) the occurrence of any event specified in Section 5.01(d) (with respect to any of the covenants specified
in or pursuant to Section 3.01 as being subject to Covenant Defeasance with respect to such series) shall be deemed not to be or
result in a default or an Event of Default, in each case with respect to the Outstanding Securities of such series as provided
in this Section on and after the date the conditions set forth in Section 4.04 are satisfied (hereinafter called “Covenant
Defeasance”), and the Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging
the same. For this purpose, such Covenant Defeasance means that 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 covenant (to the extent so specified in the case of Section
5.01(d)), whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document, but the remainder of this Indenture and the Securities
of such series shall be unaffected thereby.


 


Section
4.04 Conditions To Defeasance Or Covenant Defeasance. The following shall be the conditions to application of either
Section 4.02 or Section 4.03 to the Outstanding Securities:


 


(a)
with reference to Section 4.02 or Section 4.03, the Company has irrevocably deposited or caused to be irrevocably deposited
with the Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of
Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations or Equivalent Government Securities which
through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion
(with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund payments)
of, premium, if any, and interest on, the Outstanding Securities of such series on the dates such installments of interest, premium
or principal are due, including upon redemption; provided, however, that if such U.S. Government Obligations and Equivalent Government
Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S. Government Obligations,
and/or Equivalent Government Securities deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness
referred to above if the issuer of any such U.S. Government Obligations or Equivalent Government Securities elects to exercise
such call or redemption provisions at any time prior to the Scheduled Maturity Date or Redemption Date of such Securities, as the
case may be. The Company, but not the Trustee, shall be responsible for monitoring any such call or redemption provision.


 




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(b)
in the case of Defeasance under Section 4.02, the Company has delivered to the Trustee an Opinion of Counsel based on the
fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since
the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that,
and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have been the case if such deposit, Defeasance and discharge had
not occurred;


 


(c)
in the case of Covenant Defeasance under Section 4.03, the Company has delivered to the Trustee an Opinion of Counsel to
the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain
or loss for federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to federal income
tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and Covenant Defeasance
had not occurred;


 


(d)
no Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with respect
to the Securities of such series shall have occurred and be continuing on the date of such deposit, after giving effect to such
deposit or, in the case of a Defeasance under Section 4.02, no Event of Default specified in Section 5.01(e) or Section 5.01(f)
shall have occurred, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending
on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being
understood that this condition shall not be deemed satisfied until the expiration of such period);


 


(e)
such Defeasance or Covenant Defeasance will not cause the Trustee to have a conflicting interest within the meaning of the
TIA, assuming all Securities of a series were in default within the meaning of the TIA;


 


(f)
such Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any agreement
or instrument to which the Company is a party or by which it is bound;


 


(g)
such Defeasance or Covenant Defeasance will not result in the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or
exempt from registration;


 


(h)
if the Securities of such series are to be redeemed prior to their Stated Maturity Date (other than from mandatory sinking
fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made; and


 


(i)
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for herein relating to such Defeasance or Covenant Defeasance, as the case may be, have been
complied with.


 


Section
4.05 Application of Trust Money; Excess Funds. All money and U.S. Government Obligations or Equivalent Government
Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 4.01 or Section 4.04 hereof shall be
held in trust and applied by it, in accordance with the provisions of this Indenture and of the series of Securities in respect
of which it was deposited, 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, if any, and interest,
if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds
except to the extent required by law.


 




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The Company will pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations
or Equivalent Government Securities deposited pursuant to Section 4.01 or Section 4.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding
Securities.


 


Anything in this Article
4 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money
or U.S. Governmental Obligations or Equivalent Government Securities held by it as provided in Section 4.01 or Section 4.04 which,
in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, expressed
in a written certification thereof delivered to the Trustee, (which may be the opinion delivered under Section 4.01 or Section
4.04, as applicable), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent satisfaction
and discharge, Covenant Defeasance or Defeasance of the applicable series.


 


Section
4.06 Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture, all moneys then held
by any Paying Agent of the Securities (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the
Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.


 


Section
4.07 Return of Unclaimed Amounts. Any amounts deposited with or paid to the Trustee or any Paying Agent or then held
by the Company, in trust for payment of the principal of, premium, if any, or interest, if any, on the Securities and not applied
but remaining unclaimed by the Holders of such Securities for two years after the date upon which the principal of, premium, if
any, or interest, if any, on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company
by the Trustee on Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of any of
such Securities shall thereafter look only to the Company for any payment which such Holder may be entitled to collect (until such
time as such unclaimed amounts shall escheat, if at all, to the State of New York) 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. Notwithstanding
the foregoing, the Trustee or Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once a week for two successive weeks (in each case on any day of the week) in a newspaper printed in the
English language and customarily published at least once a day at least five days in each calendar week and of general circulation
in the Borough of Manhattan, in the City and State of New York, a notice that said amounts have not been so applied and that after
a date named therein any unclaimed balance of said amounts then remaining will be promptly returned to the Company.


 


ARTICLE
V

ARTICLE V REMEDIES


 


Section
5.01 Events of Default. “Event of Default”, wherever used herein, means with respect to any series
of Securities 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 either inapplicable to a particular series or it
is specifically deleted or modified in the manner contemplated by Section 3.01:


 


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


 


(b)
default in the payment of the principal amount of (or premium, if any, on) any Security of such series as and when the same
shall become due, either at Maturity, upon redemption, by declaration, or otherwise; or


 


(c)
default in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of
the Securities of such series and continuance of such default for a period of 30 days; or


 


(d)
default in the performance or breach of any covenant or warranty of the Company in this Indenture in respect of the Securities
of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which
or the breach of which is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period
of 60 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 the 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


 




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


 


(f)
the consent by the Company to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of
a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal
or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it
of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Company in furtherance of any such action; or


 


(g)
any other Event of Default provided for with respect to the Securities of such series in accordance with Section 3.01. A
default under any indebtedness of the Company other than the Securities will not constitute an Event of Default under this Indenture,
and a default under one series of Securities will not constitute a default under any other series of Securities. The Trustee shall
not be charged with knowledge of an Event of Default unless a Responsible Officer at the Corporate Trust Office has actual knowledge
thereof.


 


Section
5.02 Acceleration of Maturity; Rescission, and Annulment. If any Event of Default described in Section 5.01 above
(other than Events of Default described in Section 5.01(e) and Section 5.01(f)) shall have occurred and be continuing with respect
to any series, then and in each and every such case, unless the principal of all the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 51% in aggregate principal amount of the Securities
of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may declare
the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of such series and any and all accrued interest thereon
to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable,
any provision of this Indenture or the Securities of such series to the contrary notwithstanding. If an Event of Default specified
in Section 5.01(e) or Section 5.01(f) occurs, the principal amount of the Securities of such series and any and all accrued interest
thereon shall immediately become and be due and payable without any declaration or other act on the party of the Trustee or any
Holder. No declaration of acceleration by the Trustee with respect to any series of Securities shall constitute a declaration of
acceleration by the Trustee with respect to any other series of Securities, and no declaration of acceleration by the Holders of
at least 51% in aggregate principal amount of the Outstanding Securities of any series shall constitute a declaration of acceleration
or other action by any of the Holders of any other series of Securities, in each case whether or not the Event of Default on which
such declaration is based shall have occurred and be continuing with respect to more than one series of Securities, and whether
or not any Holders of the Securities of any such affected series shall also be Holders of Securities of any other such affected
series.


 


At any time after such
a declaration of acceleration has been made with respect to the Securities of any series 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
of the 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 all Events of Default with respect to such series of Securities,
other than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration,
have been cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any judgment or decree set
forth in Section 5.01(e) and Section 5.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel have been paid.


 




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


 


Section
5.03 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


 


(a)
default is made in the payment of any installment of interest on any Security of any series when such interest becomes due
and payable, or


 


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


 


(c)
default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the
terms of the Securities of any series, and


 


(d)
any such default continues for any period of grace provided in relation to such default pursuant to Section 5.01, then,
with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holder of any such Security (or the Holders of any such series in the case of clause (c) above), the whole amount then due and
payable on any such Security (or on the Securities of any such series in the case of clause (c) above) for principal (and premium,
if any) and interest, if any, with interest (to the extent that payment of such interest shall be legally enforceable) upon the
overdue principal (and premium, if any) and upon overdue installments of interest, if any, at such rate or rates as may be prescribed
therefor by the terms of any such Security (or of Securities of any such series in the case of clause (c) above); and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section
6.07.


 


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


 


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


 


Section
5.04 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 of such other obligor or their creditors, the Trustee (irrespective of whether
the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceedings or otherwise,


 


(a)
to file and prove a claim for the whole amount of principal (or, with respect to Original Discount Securities, such portion
of the principal amount as may be specified in the terms of such Securities), premium, if any, and interest, if any, owing and
unpaid in respect of the Securities, and to file such other papers or documents as may be necessary and advisable in order to have
the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements, and advances of the Trustee,
its agents and counsel, and all other amounts due the Trustee under Section 6.07) and of the Securityholders allowed in such judicial
proceedings, and


 


(b)
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;
and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby
authorized by each Securityholder 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 Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee and its agent and counsel, and any other amounts due the Trustee under Section
6.07 hereof.


 




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


 


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


 


Section
5.06 Application of Money Collected. Any money collected by the Trustee with respect to a series of Securities pursuant
to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal, premium, if any, or interest, if any, upon presentation of the Securities of such series
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 under Section 6.07 hereof.


 


Second: To the
payment of the amounts then due and unpaid upon the Securities of that series for principal, premium, if any, interest, if any,
and additional amounts, if any, in respect of which or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind.


 


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


 


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


 


(b)
the Holders of not less than 51 % in 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;


 


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


 


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


 


(e)
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Outstanding Securities of such series; it being understood and intended that no one or
more Holders of Securities of such series shall have any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such series, or to obtain or
to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and proportionate benefit of all the Holders of all Securities of such series.


 




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Section
5.08 Unconditional Right of Securityholders to Receive Principal, Premium, and Interest. Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment
of the principal, premium, if any, and (subject to Section 3.07) interest, if any, (and additional amounts, if any) on such Security
on or after the respective payment dates expressed in such Security (or, in the case of redemption or repayment, on the Redemption
Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment on or after such respective
date, and such right shall not be impaired or affected without the consent of such Holder.


 


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


 


Section
5.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the
Securityholders is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


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


 


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


 


(a)
the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines
that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall,
by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial
to the Holders not taking part in such direction, and


 


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


 


Section
5.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities
of any series may, on behalf of the Holders of all the Securities of such series, waive any past default hereunder with respect
to such series and its consequences, except a default not theretofore cured:


 


(a)
in the payment of principal, premium, if any, or interest, if any, on any Security of such series, or in the payment of
any sinking or purchase fund or analogous obligation with respect to the Securities of such series, or


 


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


 


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


 


Section
5.14 Undertaking for Costs. 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 an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders holding in the
aggregate more than 10% in principal amount of the Outstanding Securities of any series to which the suit relates, or to any suit
instituted by any Securityholder for the enforcement of the payment of principal, premium, if any, or interest, if any, on any
Security on or after the respective payment dates expressed in such Security (or, in the case of redemption or repayment, on or
after the Redemption Date or Repayment Date).


 




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


 


ARTICLE
VI

THE TRUSTEE


 


Section
6.01 Certain Duties and Responsibilities of Trustee.


 


(a)
Except during the continuance of an Event of Default with respect to any series of Securities,


 


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


 


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


 


(b)
If an Event of Default with respect to any series of Securities actually known to a Responsible Officer of the Trustee has
occurred and is continuing, the Trustee shall exercise, with respect to the Securities of such series, such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his own affairs.


 


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


 


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


 


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


 


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


 


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


 




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


 


Section
6.02 Notice of Defaults. Within 90 days after receipt of notice of the occurrence of any default hereunder with respect
to Securities of any series, the Trustee shall transmit by mail to all Securityholders of such series, as their names and addresses
appear in the Security Register, 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, premium, if
any, or interest, if any, on any Security of such series or in the payment of any sinking or purchase fund installment or analogous
obligation with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee
in good faith determine that the withholding of such notice is in the interests of the Securityholders of such series and; provided,
further, that, in the case of any default of the character specified in Section 5.01(d) with respect to Securities of such
series, no such notice to Securityholders of such series shall be given until at least 60 days after the occurrence thereof. For
the purpose of this Section, the term “default”, with respect to Securities of any series, means any event which
is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 


Section
6.03 Certain Rights of Trustee. Except as otherwise provided in Section 6.01 above:


 


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


 


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


 


(c)
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officers’ Certificate or Opinion of Counsel or both, and shall
not be liable for any action it takes or omits to take in good faith reliance on such certificate or opinion;


 


(d)
the Trustee may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall
be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;


 


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


 


(f)
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company, personally or by agent or attorney; and


 


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


 


Section
6.04 Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities,
except the certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.
The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.


 




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Section
6.05 May Hold Securities. The Trustee or any Paying Agent, Security Registrar, or other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13 hereof,
may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar,
or such other agent.


 


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


 


Section
6.07 Compensation and Reimbursement. The Company covenants and agrees


 


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


 


(b)
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 reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may
be attributable to its negligence or bad faith; and


 


(c)
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable
costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.


 


Without prejudice to
any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 5.01(e) and Section 5.01(f) above, such expenses (including the reasonable charges
and expenses of its counsel) and compensation for such services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency, reorganization, or other similar law.


 


The Trustee shall have
a lien prior to the Securities upon all property and funds held or collected by it as such for any amount owing to it or any predecessor
Trustee pursuant to this Section 6.07, except with respect to funds held in trust for the benefit of the Holders of particular
Securities.


 


The provisions of this
Section shall survive the satisfaction and discharge of this Indenture.


 


Section
6.08 Disqualification; Conflicting Interests. If the Trustee has or shall acquire any conflicting interest within
the meaning of the Trust Indenture Act, it shall either eliminate such interest or resign as Trustee with respect to one or more
series of Securities, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and
this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of more than one series.


 


Section
6.09 Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each
series of Securities that shall be a corporation organized and doing business under the laws of the United States of America or
of any State or Territory thereof or of the District of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal or State authority
and having its principal office and place of business in the City of New York, if there be such a corporation having its principal
office and place of business in said City and willing to act as Trustee on customary and usual terms. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to
any series of Securities 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.


 




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Section
6.10 Resignation and Removal; Appointment of Successor.


 


(a)
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under Section 6.11.


 


(b)
The Trustee may resign with respect to any one or more series of Securities at any time by giving at least 60 days’
written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


 


(c)
The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of 66 2/3% in principal
amount of the Outstanding Securities of that series, delivered to the Trustee and to the Company.


 


(d)
If at any time:


 


(i)
the Trustee shall fail to comply with Section 6.08 above with respect to any series of Securities after written request
therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six
months, or


 


(ii)
the Trustee shall cease to be eligible under Section 6.09 above with respect to any series of Securities and shall fail
to resign after written request therefor by the Company or by any such Securityholder, or


 


(iii)
the Trustee shall become incapable of acting with respect to any series of Securities, or


 


(iv)
the Trustee 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 (A) the Company may remove the Trustee, with respect to the series or, in the case of clause (iv), with respect to all
series, or (B) subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of such series for at
least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee with respect to the series or, in the case of clause (iv), with
respect to all series.


 


(e)
If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a
vacancy shall occur in the office of Trustee with respect to any series of Securities for any cause, the Company shall promptly
appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or
the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by Act of the
Holders of 66 2/3% 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, become the successor Trustee with
respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor
Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted
appointment in the manner hereinafter provided, any Securityholder who has been bona fide Holder of a Security of that 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 such series.


 


(f)
The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment
of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid,
to the Holders of Securities of that series as their names and addresses appear in the Security Register. Each notice shall include
the name of the successor Trustee and the address of its principal Corporate Trust Office.


 




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Section
6.11 Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder with respect to all series
of Securities shall execute, acknowledge and deliver to the Company and to the predecessor Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the predecessor Trustee shall become effective, and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the predecessor
Trustee with respect to any such series; but, on request of the Company or the successor Trustee, such predecessor Trustee shall,
upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such predecessor Trustee hereunder.


 


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


 


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


 


No successor Trustee
with respect to any series of Securities shall accept its appointment unless at the time of such acceptance such successor Trustee
shall be qualified and eligible with respect to that series under this Article.


 


Notwithstanding replacement
of the Trustee pursuant to this Section, the Company’s obligations under Section 6.07 hereof shall continue for the benefit
of the retiring Trustee.


 


Section
6.12 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 be otherwise 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 successor Trustee by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such Securities.


 


Section
6.13 Preferential Collection of Claims Against Company. If and when the Trustee shall be or shall become a creditor,
of the Company (or of any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of claims against the Company (or against any such other obligor, as the case may be).


 




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Section
6.14 Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding the Trustee,
with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.06, 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 shall at all times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section.


 


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


 


An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and, if other than the Company, to the Company. The Trustee
may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and,
if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee, with
the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. 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 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 to each Authenticating Agent from time to time reasonable compensation for its services under this Section.


 


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


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture. [           ],
as Trustee


 


By: 


As Authenticating Agent:


 


By: 


Authorized Officer:


 


ARTICLE
VII

SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
7.01 Company to Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to be furnished
to the Trustee:


 




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(a)
semiannually, not more than 15 days after January 1 and July 1 in each year, in such form as the Trustee may reasonably
require, a list of the names and addresses of the Holders of Securities of each series as of such date, and


 


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


 


Section
7.02 Preservation of Information; Communications to Securityholders.


 


(a)
The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities
contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of
Securities received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished.


 


(b)
If three or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply
in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series
for a period of at least six months preceding the date of such application, and such application states that the applicants desire
to communicate with other Holders of Securities of such series or with the Holders of all Securities with respect to their rights
under this Indenture or under such Securities and is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its
election, either:


  


(i)
afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.02(a),
or


 


(ii)
inform such applicants as to the approximate number of Holders of Securities of such series or all Securities, as the case
may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a),
and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in
such application.


 


If the Trustee shall
elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of a Security of such series or to all Securityholders, as the case may be, whose names and addresses appear
in the information preserved at the time by the Trustee in accordance with Section 7.02 (a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such
tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed,
a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of
the Holders of Securities of such series or all Securityholders, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry
of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that
all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material
to all Securityholders of such series or all Securityholders, as the case may be, with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.


 


(c)
Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee 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 7.02(b), 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 7.02(b).


 




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Section
7.03 Reports by Trustee.


 


(a)
The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a)
of the Trust Indenture Act, the Trustee shall, within 60 days after each June 1 following the date of this Indenture, deliver to
each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such June 1, which complies with the
provisions of such Section 313(a).


 


(b)
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange
upon which any Securities are listed, with the Commission and with the Company as required by Trust Indenture Act Section 313(d).
The Company will promptly notify the Trustee when any Securities are listed on any stock exchange.


 


Section
7.04 Reports by Company. The Company will:


 


(a)
file with the Trustee, within 30 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 Securities Exchange Act of 1934; or, if the Company is not required to file information,
documents or reports pursuant to either of said Sections, then it will 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 Securities Exchange Act of 1934 in respect of a security
listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;


 


(b)
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


 


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


 


ARTICLE
VIII

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


Section
8.01 Company May Consolidate, etc., Only on Certain Terms. The Company shall not consolidate with or merge into any
other corporation or convey or transfer all or substantially all of its properties and assets and the properties and assets of
the Subsidiaries, taken as a whole, to any Person, unless;


 


(a)
either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets
of the Company and the Subsidiaries, taken as a whole, shall be a corporation organized and existing under the laws of the United
States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any,
and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company
to be performed or observed;


 


(b)
immediately after giving effect to such transaction, no Event of Default, or event which, after notice or lapse of time,
or both, would become an Event of Default, shall have happened and be continuing; and


 


(c)
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that any
such consolidation, merger, conveyance or transfer and any assumption permitted or required by this Article complies with the provisions
of this Article.


 




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Section
8.02 Successor Corporation Substituted. Upon any consolidation or merger, or any conveyance or transfer of all or
substantially all of the properties and assets of the Company in accordance with Section 8.01, the successor corporation formed
by such consolidation or into which the Company is merged or the Person to which such conveyance or transfer 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 corporation had been named as the Company herein and the Company shall thereupon be released from all obligations
hereunder and under the Securities. Such successor corporation thereupon may cause to be signed and may issue any or all of the
Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon
the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.


 


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


 


ARTICLE
IX

SUPPLEMENTAL INDENTURES


 


Section
9.01 Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities,
the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof), in form satisfactory
to the Trustee, for any of the following purposes:


 


(a)
to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such
successor of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or


 


(b)
to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders
of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of
the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants
or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants
are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series);
or


 


(c)
to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision
herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this
Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or


 


(d)
to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the
provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument is
executed or any corresponding provision in any similar federal statute hereafter enacted; or


 


(e)
to add guarantors or co-obligors with respect to any series of Securities; or


 


(f)
to secure any series of Securities; or


 


(g)
to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities,
as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities
of any series; or


 




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


 


(i)
to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events
of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being
included solely for the benefit of one or more specified series); or


 


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


 


(k)
to make any change in any series of Securities that does not adversely affect in any material respect the interests of the
Holders of such Securities.


 


Section
9.02 Supplemental Indentures With Consent of Securityholders. 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 or indentures,
by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights
of the Holders of the Securities of each such series under this Indenture; provided, however , that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby:


 


(a)
change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security,
or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or


 


(b)
change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change
any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable,
or


 


(c)
impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same
shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or
the Repayment Date, as the case may be; or


 


(d)
change or waive the redemption or repayment provisions of any series;


 


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


 


(f)
modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however , that this clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso,
in accordance with the requirements of Sections 6.11 and 9.01(h); or


 


(g)
adversely affect the ranking or priority of any series;


 


(h)
release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture,
except in compliance with the terms of this Indenture; or


 


(i)
waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) hereof with respect to such Security.


 




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A supplemental indenture
that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit
of one or more particular series of Securities, or that 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.


 


It shall not be necessary
for any Act of Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.


 


Section
9.03 Execution of Supplemental Indentures. Upon request of the Company and upon filing with the Trustee of evidence
of an Act of Securityholders as aforementioned, the Trustee shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee’s own rights, powers, trusts, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall
be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture.


 


Section
9.04 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this
Indenture shall be and be deemed to be modified and amended in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and the respective rights, limitation of rights, duties, powers, trusts and immunities
under this Indenture of the Trustee, the Company, and every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be determined, exercised and enforced thereunder to the extent provided therein.


 


Section
9.05 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.


 


Section
9.06 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 so modified as to conform, in the opinion of the Trustee and the Company, to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities.


 


ARTICLE
X

COVENANTS


 


Section
10.01 Payment of Principal, Premium and Interest. With respect to each series of Securities, the Company will duly
and punctually pay or cause to be paid the principal, premium, if any, and interest, if any, on such Securities in accordance with
their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in the Indenture
for the benefit of the Securities of such series.


 


Section
10.02 Maintenance of Office or Agency. So long as any of the Securities remain outstanding, the Company will maintain
an office or agency in each Place of Payment where Securities may be presented or surrendered for payment, where Securities may
be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and of
any change in the location, of such office or agency. If at any time the Company shall fail to maintain such office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.


 




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Section
10.03 Money or Security Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent
for any series of Securities, it will, on or before each due date of the principal, premium, if any, or interest, if any, on any
of the Securities of such series, segregate and hold in trust for the benefit of the Holders of the Securities of such series a
sum sufficient to pay such principal, premium, or interest so becoming due until such sums shall be paid to such Holders of such
Securities or otherwise disposed of as herein provided, and will 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 will, on or prior to each due date of the principal, premium,
if any, or interest, if any, on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such principal,
premium, or interest so becoming due, such sum to be held in trust for the benefit of the Holders of the Securities entitled to
the same 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 will cause
each Paying Agent other than the Trustee for any series of Securities 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 will


 


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


 


(b)
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 such payment of principal, premium, if any, or interest, if any, on the Securities of such series; and


 


(c)
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.


 


The Company may, at
any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series of Securities
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 in respect of each and every series of Securities as to which it seeks to discharge this Indenture
or, if for any other purpose, all sums so held in trust by the Company in respect of all Securities, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Section
10.04 Certificate to Trustee. The Company will deliver to the Trustee within 120 days after the end of each fiscal
year, an Officers’ Certificate, one of whose signatories shall be the Company’s principal executive, accounting or
financial officer, stating that in the course of the performance by the signers of their duties as officers of the Company they
would normally have knowledge of any default by the Company in the performance of any of its covenants, conditions or agreements
contained herein (without regard to any period of grace or requirement of notice provided hereunder), stating whether or not they
have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature
thereof.


 


Section
10.05 Corporate Existence. Subject to Article 8 the Company will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence.


 


ARTICLE
XI

REDEMPTION OF SECURITIES


 


Section
11.01 Applicability of Article. The Company may reserve the right to redeem and pay before the Scheduled Maturity
Date all or any part of the Securities of any series, either by optional redemption, sinking or purchase fund or analogous obligation
or otherwise, by provision therefor in the form of Security for such series established and approved pursuant to Section 2.02 and
2.03 or as otherwise provided in Section 3.01, and on such terms as are specified in such form or in the indenture supplemental
hereto with respect to Securities of such series as provided in Section 3.01. Redemption of Securities of any series shall be made
in accordance with the terms of such Securities and, to the extent that this Article does not conflict with such terms, the succeeding
Sections of this Article.


 




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Section
11.02 Election to Redeem; Notice to Trustee. In case of any redemption at the election of the Company, 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 in writing of such Redemption Date and of the principal amount of Securities of such series to be redeemed.
In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction or condition.


 


Section
11.03 Selection by Trustee of Securities to be Redeemed. If fewer than all the Securities of any series 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 not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate, which may include provision for the selection for redemption of portions of the principal of Securities
of such series of a denomination larger than the minimum authorized denomination for Securities of that series. Unless otherwise
provided in the terms of a particular series of Securities, the portions of the principal of Securities so selected for partial
redemption shall be equal to the minimum authorized denomination of the Securities of such series, or an integral multiple thereof,
and the principal amount which remains outstanding shall not be less than the minimum authorized denomination for Securities of
such series.


 


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


 


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


 


Section
11.04 Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not
fewer than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his or her address
appearing in the Security Register on the applicable Record Date.


 


All notices of redemption
shall state:


 


(1) the
Redemption Date;


 


(2) the
Redemption Price, or if not then ascertainable, the manner of calculation thereof;


 


(3) if
fewer than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption,
the respective principal amounts) of the Securities to be redeemed, from the Holder to whom the notice is given and that on and
after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of the same series in the aggregate
principal amount equal to the unredeemed portion thereof will be issued in accordance with Section 11.07;


 


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


 


(5) the
place where such Securities are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained
by the Company in the Place of Payment pursuant to Section 10.02 hereof; and


 


(6) that
the redemption is on account of a sinking or purchase fund, or other analogous obligation, if that be the case.


 


Notice of redemption
of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, made
at least five business days prior to the date on which notice is to be given, by the Trustee in the name and at the expense of
the Company.


 




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Section
11.05 Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section
10.03) an amount of money, in immediately available funds, sufficient to pay the Redemption Price of all the Securities which are
to be redeemed on that date.


 


Section
11.06 Securities Payable on Redemption Date. Notice of Redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and
after such date (unless the Company shall default in the payment of the Redemption Price) such Securities shall cease to bear interest.
Upon surrender of such Securities for redemption in accordance with the notice, such Securities shall be paid by the Company at
the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders
of such Securities registered as such on the relevant Record Date according to the terms and the provisions of Section 3.07 above;
unless, with respect to an Interest Payment Date that falls on a Redemption Date, such Securities provide that interest due on
such date is to be paid to the Person to whom principal is payable.


 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from
the Redemption Date at the rate borne by the Security, or as otherwise provided in such Security.


 


Section
11.07 Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the office
or agency maintained by the Company in the Place of Payment pursuant to Section 10.02 hereof with respect to that series (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 and at the expense
of the Company, a new Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any authorized denomination
as requested by such Holders in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal
of the Security so surrendered.


 


Section
11.08 Provisions with Respect to any Sinking Funds. Unless the form or terms of any series of Securities shall provide
otherwise, in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in
cash, the Company may at its option (a) deliver to the Trustee for cancellation any Securities of such series theretofore acquired
by the Company, or (b) receive credit for any Securities of such series (not previously so credited) acquired or redeemed by the
Company (other than through operation of a mandatory sinking fund) and theretofore delivered to the Trustee for cancellation, and
if it does so then (i) Securities so delivered or credited shall be credited at the applicable sinking fund Redemption Price with
respect to Securities of such series, and (ii) on or before the 60th day next preceding each sinking fund Redemption Date with
respect to such series of Securities, the Company will deliver to the Trustee (A) an Officers’ Certificate specifying the
portions of such sinking fund payment to be satisfied by payment of cash and by the delivery or credit of Securities of such series
acquired or redeemed by the Company, and (B) such Securities, to the extent not previously surrendered. Such Officers’ Certificate
shall also state the basis for any such credit and that the Securities for which the Company elects to receive credit have not
been previously so credited and were not acquired by the Company through operation of the mandatory sinking fund, if any, provided
with respect to such Securities and shall also state that no Event of Default with respect to Securities of such series has occurred
and is continuing. All Securities so delivered to the Trustee shall be canceled by the Trustee and no Securities shall be authenticated
in lieu thereof.


 


If the sinking fund
payment or payments (mandatory or optional) with respect to any series of Securities made in cash plus any unused balance of any
preceding sinking fund payments with respect to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if
the Company shall so request), unless otherwise provided by the terms of such series of Securities, that cash shall be applied
by the Trustee on the sinking fund Redemption Date with respect to Securities of such series next following the date of such payment
to the redemption of Securities of such series at the applicable sinking fund Redemption Price with respect to Securities of such
series, together with accrued interest, if any, to the date fixed for redemption, with the effect provided in Section 11.06. The
Trustee shall select, in the manner provided in Section 11.03, for redemption on such sinking fund Redemption Date a sufficient
principal amount of Securities of such series to utilize that cash and shall thereupon cause notice of redemption of the Securities
of such series for the sinking fund to be given in the manner provided in Section 11.04 (and with the effect provided in Section
11.06) for the redemption of Securities in part at the option of the Company. Any sinking fund moneys not so applied or allocated
by the Trustee to the redemption of Securities of such series shall be added to the next cash sinking fund payment with respect
to Securities of such series received by the Trustee and, together with such payment, shall be applied in accordance with the provisions
of this Section 11.08. Any and all sinking fund moneys with respect to Securities of any series held by the Trustee at the Maturity
of Securities of such series, and not held for the payment or redemption of particular Securities of such series, shall be applied
by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal
of the Securities of such series at Maturity.


 




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On or before each sinking
fund Redemption Date provided with respect to Securities of any series, the Company shall pay to the Trustee in cash a sum equal
to all accrued interest, if any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption
Date pursuant to this Section 11.08.


 


The Trustee shall not
redeem any Securities with sinking fund moneys or give any notice of redemption of Securities by operation of the applicable sinking
fund during the continuance of a default in payment of interest on Securities of such series or of any Event of Default with respect
to such series, except that if the notice of redemption of any Securities shall theretofore have been mailed in accordance with
the provisions hereof, the Trustee shall redeem such Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article 11. Except as aforesaid, any moneys in the sinking fund with
respect to Securities of any series at the time when any such default or Event of Default with respect to such series shall occur,
and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event of Default with respect
to such series, be held as security for the payment of all Securities of such series; provided, however, that in case such default
or Event of Default with respect to such series shall have been cured or waived as provided herein, such moneys shall thereafter
be applied on the next sinking fund payment date on which such moneys may be applied pursuant to the provisions of this Section
11.08.


 


ARTICLE
XII

REPAYMENT AT OPTION OF HOLDERS


 


Section
12.01 Applicability of Article. Repayment of Securities of any series before their Scheduled Maturity Date at the
option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.


 


Section
12.02 Repayment of Securities. Securities of any series subject to repayment in whole or in part at the option of
the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal
amount thereof, together with interest thereon accrued to the Repayment Date specified in the terms of such Securities. On or before
the Repayment Date, the Company will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of money, in immediately available funds, sufficient
to pay the Repayment Price of all the Securities which are to be repaid on such date.


 


Section
12.03 Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the option of
the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse
of such Security duly completed by the Holder, must be received by the Company at the Place of Payment therefor specified in the
terms of such Security (or at such other place or places of which the Company shall from time to time notify the Holders of such
Securities) not earlier than 30 days nor later than 15 days prior to the Repayment Date. If less than the entire principal amount
of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid,
in increments of $1,000 unless otherwise specified in the terms of such Security, and the denomination or denominations of the
Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is
not to be repaid must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof
may not be repaid in part, if, following such repayment, the unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided
by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the
Holder shall be irrevocable unless waived by the Company.


 




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Section
12.04 When Securities Presented for Repayment Become Due and Payable. If Securities of any series providing for repayment
at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by the terms of such
Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be
paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall default
in the payment of such Securities on such Repayment Date) interest on such Securities or the portions thereof, as the case may
be, shall cease to accrue.


 


Section
12.05 Securities Repaid in Part. Upon surrender of any Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense
of the Company, a new Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security
so surrendered which is not to be repaid.


 


( signature page follows )


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed
and attested; all as of the day and year first above written.


 


	 	I.D. SYSTEMS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Attest:	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


	 	TRUSTEE
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Attest:	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


State of


ss.:


County of


 


On the [   ]
day of [         ], 20[  ] before me personally came [            ]
to me known, who, being by me duly sworn, did depose and say that he resides at [                    ];
that he is of [                       ],
one of the parties described in and which executed the above instrument; that he knows the corporate seal of said corporation;
that the seal affixed to that instrument is such corporate seal; that it was affixed by authority of the board of directors of
said corporation; and that he signed his name thereto by like authority.


 


Name


 


Notary Public


 




    	 



    	 



    

 


State of 


ss.:


County of


 


On the [   ]
day of[         ], 20[  ] before me personally came [                       ],
to me known, who, being by me duly sworn, did depose and say that he resides at [                       ];
that he is the [                       ]
of I.D. Systems, Inc., one of the parties described in and which executed the above instrument; that he knows the corporate
seal of said corporation; that the seal affixed to that instrument is such corporate seal; that it was affixed by authority of
the board of directors of said corporation; and that he signed his name thereto by like authority.


 


Name


 


Notary Public