Exhibit 4.5


 


Form of


 


INDENTURE


 


Between


 


FIRST COMMUNITY BANCSHARES,
INC.


 


And


 


 



 


Trustee


 


 



 


Dated as of _____ __, 20___


 


 



Subordinated Debt Securities



    	 



    	 



    

FIRST COMMUNITY BANCSHARES,
INC.


RECONCILIATION AND TIE
BETWEEN


TRUST INDENTURE ACT OF
1939 AND


INDENTURE DATED AS OF _____
__, 20____


 


	
        TRUST INDENTURE

        ACT SECTION
	 	INDENTURE SECTION
	310	(a)(1)	 	6.09
	 	(a)(2)	 	6.09
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(b)	 	6.08
	 	 	 	6.10
	311	(a)	 	6.13
	 	(b)	 	6.13
	312	(a)	 	7.01
	 	 	 	7.02(a)
	 	(b)	 	7.02(b)
	 	(c)	 	7.02(c)
	313	(a)	 	7.03(a)
	 	(b)	 	7.03(b)
	 	(c)	 	7.03(c)
	 	(d)	 	7.03(d)
	314	(a)	 	7.04
	 	(a)(4)	 	12.02
	 	(b)	 	Not Applicable
	 	(c)(1)	 	1.02
	 	(c)(2)	 	1.02
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	1.02
	315	(a)	 	6.01
	 	(b)	 	6.02
	 	(c)	 	6.01
	 	(d)	 	6.01
	 	(e)	 	5.14
	316	(a)	 	1.01
	 	(a)(1)(A)	 	5.02
	 	 	 	5.12
	 	(a)(1)(B)	 	5.13
	 	(a)(2)	 	Not Applicable
	 	(b)	 	5.08
	317	(a)(1)	 	5.03
	 	(a)(2)	 	5.04
	 	(b)	 	12.04
	318	(a)	 	1.06


 




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


    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	FIRST COMMUNITY BANCSHARES, INC.	 	1
	FIRST COMMUNITY BANCSHARES, INC.	 	2
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1
	Section 1.01	Definitions.	 	1
	Section 1.02	Compliance Certificates and Opinions.	 	10
	Section 1.03	Form of Documents Delivered to Trustee.	 	11
	Section 1.04	Notices, etc., to Trustee and Company.	 	11
	Section 1.05	Notice to Holders; Waiver.	 	12
	Section 1.06	Conflict with Trust Indenture Act.	 	12
	Section 1.07	Effect of Headings and Table of Contents.	 	13
	Section 1.08	Successors and Assigns.	 	13
	Section 1.09	Separability Clause.	 	13
	Section 1.10	Benefits of Indenture.	 	13
	Section 1.11	Governing Law.	 	13
	Section 1.12	Legal Holidays.	 	13
	Section 1.13	No Security Interest Created.	 	14
	Section 1.14	Liability Solely Corporate.	 	14
	ARTICLE II DEBT SECURITY FORMS	 	14
	Section 2.01	Forms Generally.	 	14
	Section 2.02	Form of Trustee’s Certificate of Authentication.	 	15
	Section 2.03	Securities in Global Form.	 	15
	ARTICLE III THE DEBT SECURITIES	 	16
	Section 3.01	Amount Unlimited; Issuable in Series.	 	16
	Section 3.02	Denominations.	 	19
	Section 3.03	Execution, Authentication, Delivery and Dating.	 	20
	Section 3.04	Temporary Debt Securities; Exchange of Temporary Global Notes for Definitive Bearer Securities; Global Notes Representing Registered Securities.	 	22
	Section 3.05	Registration, Transfer and Exchange.	 	28
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Debt Securities.	 	30
	Section 3.07	Payment of Interest; Interest Rights Preserved.	 	31
	Section 3.08	Cancellation.	 	33
	Section 3.09	Computation of Interest.	 	33
	Section 3.10	Currency of Payments in Respect of Debt Securities.	 	34
	Section 3.11	Judgments.	 	37
	Section 3.12	Exchange Upon Default.	 	37
	Section 3.13	CUSIP Numbers.	 	37
	ARTICLE IV SATISFACTION AND DISCHARGE	 	38
	Section 4.01	Satisfaction and Discharge of Indenture.	 	38
	Section 4.02	Application of Trust Money.	 	39
	ARTICLE V REMEDIES	 	40
	Section 5.01	Events of Default.	 	40



    	 



    	 



    

 


	Section 5.02	Acceleration of Maturity; Rescission and Annulment.	 	40
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee.	 	41
	Section 5.04	Trustee May File Proofs of Claim.	 	42
	Section 5.05	Trustee May Enforce Claims Without Possession of Debt Securities.	 	43
	Section 5.06	Application of Money Collected.	 	43
	Section 5.07	Limitation on Suits.	 	44
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest.	 	44
	Section 5.09	Restoration of Rights and Remedies.	 	45
	Section 5.10	Rights and Remedies Cumulative.	 	45
	Section 5.11	Delay or Omission Not Waiver.	 	45
	Section 5.12	Control by Holders.	 	45
	Section 5.13	Waiver of Past Defaults.	 	46
	Section 5.14	Undertaking for Costs.	 	46
	Section 5.15	Waiver of Stay or Extension Laws.	 	46
	ARTICLE VI THE TRUSTEE	 	47
	Section 6.01	Certain Duties and Responsibilities.	 	47
	Section 6.02	Notice of Defaults.	 	48
	Section 6.03	Certain Rights of Trustee.	 	49
	Section 6.04	Not Responsible for Recitals or Issuance of Debt Securities.	 	50
	Section 6.05	May Hold Debt Securities.	 	50
	Section 6.06	Money Held in Trust.	 	50
	Section 6.07	Compensation and Reimbursement.	 	50
	Section 6.08	Disqualification; Conflicting Interests.	 	51
	Section 6.09	Corporate Trustee Required; Eligibility.	 	56
	Section 6.10	Resignation and Removal; Appointment of Successor.	 	57
	Section 6.11	Acceptance of Appointment by Successor.	 	58
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business.	 	59
	Section 6.13	Preferential Collection of Claims Against Company.	 	59
	Section 6.14	Appointment of Authenticating Agent.	 	63
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	64
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders.	 	64
	Section 7.02	Preservation of Information; Communication to Holders.	 	65
	Section 7.03	Reports by Trustee.	 	66
	Section 7.04	Reports by Company.	 	68
	ARTICLE VIII CONCERNING THE HOLDERS	 	69
	Section 8.01	Acts of Holders.	 	69
	Section 8.02	Proof of Ownership; Proof of Execution of Instruments by Holder.	 	69
	Section 8.03	Persons Deemed Owners.	 	70
	Section 8.04	Revocation of Consents; Future Holders Bound.	 	70
	ARTICLE IX HOLDERS’ MEETINGS	 	71
	Section 9.01	Purposes of Meetings.	 	71
	Section 9.02	Call of Meetings by Trustee.	 	71
	Section 9.03	Call of Meetings by Company or Holders.	 	71
	Section 9.04	Qualifications for Voting.	 	72
	Section 9.05	Regulations.	 	72



    	 



    	 



    

 


	Section 9.06	Voting.	 	72
	Section 9.07	No Delay of Rights by Meeting.	 	73
	ARTICLE X CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	73
	Section 10.01	Company May Consolidate, Etc., Only on Certain Terms.	 	73
	Section 10.02	Successor Substituted.	 	74
	ARTICLE XI SUPPLEMENTAL INDENTURES	 	74
	Section 11.01	Supplemental Indentures Without Consent of Holders.	 	74
	Section 11.02	Supplemental Indentures With Consent of Holders.	 	76
	Section 11.03	Execution of Supplemental Indentures.	 	77
	Section 11.04	Effect of Supplemental Indentures.	 	77
	Section 11.05	Conformity with Trust Indenture Act.	 	77
	Section 11.06	Reference in Debt Securities to Supplemental Indentures.	 	77
	Section 11.07	Notice of Supplemental Indenture.	 	78
	Section 11.08	Effect on Senior Indebtedness.	 	78
	ARTICLE XII COVENANTS	 	78
	Section 12.01	Payment of Principal, Premium and Interest.	 	78
	Section 12.02	Officer’s Certificate as to Default.	 	78
	Section 12.03	Maintenance of Office or Agency.	 	79
	Section 12.04	Money for Debt Securities; Payments to Be Held in Trust.	 	80
	Section 12.05	Corporate Existence.	 	81
	Section 12.06	Waiver of Certain Covenants.	 	81
	ARTICLE XIII REDEMPTION OF DEBT SECURITIES	 	82
	Section 13.01	Applicability of Article.	 	82
	Section 13.02	Election to Redeem; Notice to Trustee.	 	82
	Section 13.03	Selection by Trustee or Authorized Agent of Debt Securities to Be Redeemed.	 	82
	Section 13.04	Notice of Redemption.	 	83
	Section 13.05	Deposit of Redemption Price.	 	84
	Section 13.06	Debt Securities Payable on Redemption Date.	 	84
	Section 13.07	Debt Securities Redeemed in Part.	 	85
	ARTICLE XIV SINKING FUNDS	 	85
	Section 14.01	Applicability of Article.	 	85
	Section 14.02	Satisfaction of Mandatory Sinking Fund Payments with Debt Securities.	 	85
	Section 14.03	Redemption of Debt Securities for Sinking Fund.	 	86
	ARTICLE XV [INTENTIONALLY OMITTED]	 	87
	ARTICLE XVI SUBORDINATION	 	87
	Section 16.01	Agreement to Subordinate.	 	87
	Section 16.02	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Debt Securities.	 	88
	Section 16.03	No Payment on Debt Securities in Event of Default on Senior Indebtedness.	 	90
	Section 16.04	Payments on Debt Securities Permitted.	 	91
	Section 16.05	Authorization of Holders to Trustee to Effect Subordination.	 	91
	Section 16.06	Notices to Trustee.	 	91
	Section 16.07	Trustee as Holder of Senior Indebtedness.	 	92



    	 



    	 



    

 


	Section 16.08	Modifications of Terms of Senior Indebtedness.	 	92
	Section 16.09	Reliance on Judicial Order or Certificate of Liquidating Agent.	 	93
	Section 16.10	Article Sixteen Not to Prevent Events of Default.	 	93
	Section 16.11	Payment of Proceeds in Certain Cases.	 	93
	 	 	 	 
	Exhibit A	 	 	A-1
	Exhibit B	 	 	B-1



    	 



    	 



    

 


INDENTURE dated as
of _____ __, 20___, between FIRST COMMUNITY BANCSHARES, INC., a Nevada corporation (hereinafter called the “Company”),
having its principal executive office at One Community Place, Bluefield, Virginia 24605-0989, and _________________________________,
as trustee (hereinafter called the “Trustee”), having its Corporate Trust Office at _____________________________.


 


RECITALS OF THE COMPANY


 


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


 


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


 


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


 


ARTICLE I


 


DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION


 


	Section 1.01	Definitions.


 


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


 


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


 


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


 


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


 


(4)          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.


 


Certain terms, used principally
in Article Three or Article Six, are defined in those respective Articles.


 


“Act” when used
with respect to any Holder, has the meaning specified in Section 8.01.



    	1



    	 



    

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


 


“Affiliated Corporation”
means any corporation which is controlled by the Company but which is not a Subsidiary of the Company pursuant to the definition
of the term “Subsidiary.”


 


“Authenticating Agent”
has the meaning specified in Section 6.14.


 


“Authorized Newspaper”
means a newspaper or financial journal in an official language of the country of publication customarily published at least once
a day, and customarily published for at least five days in each calendar week, and of general circulation in the place in connection
with which the term is used or in the financial community of such place. Where successive publications are required to be made
in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting
the foregoing requirements and in each case on any Business Day in such city.


 


“Bearer Security”
means any Debt Security (with or without Coupons), in the form established pursuant to Section 2.01, which is payable to bearer
(including any Global Note payable to bearer) and title to which passes by delivery only, but does not include any Coupons.


 


“Board of Directors”
means either the board of directors of the Company, or any committee of that board duly authorized to act hereunder or any director
or directors and/or officer or officers of the Company to whom that board or committee shall have delegated its authority.


 


“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.


 


“Business Day”
when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Debt Securities
means any day which is not a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in
that Place of Payment or other location are authorized or obligated by law to close, except as otherwise specified pursuant to
Section 3.01.


 


“Code” means
the Internal Revenue Code of 1986, as amended and as in effect on the date hereof.


 


“Commission”
means the United States Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange
Act of 1934, as amended, 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.



    	2



    	 



    

“Common Depositary”
has the meaning specified in Section 3.04(b).


 


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


 


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


 


“Component Currency”
has the meaning specified in Section 3.10(i).


 


“Conversion Date”
has the meaning specified in Section 3.10(e).


 


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


 


“Corporate Trust Office”
means the principal corporate trust office of the Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this instrument is located at _____________________________________ __________________________________________________.


 


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


 


“Coupon” means
any interest coupon appertaining to any Debt Security.


 


“Coupon Security”
means any Bearer Security authenticated and delivered with one or more Coupons appertaining thereto.


 


“Currency” means
Dollars or Foreign Currency or Currency Unit.


 


“Currency Determination
Agent” means the New York Clearing House bank, if any, from time to time selected by the Company pursuant to Section 3.01;
provided that such agent shall accept such appointment in writing and the terms of such appointment shall be acceptable to the
Company and shall, in the opinion of the Company and the Trustee at the time of such appointment, require such agent to make the
determinations required by this Indenture by a method consistent with the method provided in this Indenture for the making of such
decision or determination.


 


“Currency Unit”
means a composite currency or currency unit the value of which is determined by reference to the value of the currencies of any
group of countries.



    	3



    	 



    

“Debt Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any Debt Securities (including any Global
Notes) authenticated and delivered under this Indenture.


 


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


 


“Discount Security”
means any Debt Security which is issued with “original issue discount” within the meaning of Section 1273(a) of the
Code and the regulations thereunder.


 


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


 


“Dollar Equivalent
of the Currency Unit” has the meaning specified in Section 3.10(h).


 


“Dollar Equivalent
of the Foreign Currency” has the meaning specified in Section 3.10(g).


 


“Election Date”
has the meaning specified in Section 3.10(i).


 


“Entitled Persons”
means any person entitled to payment pursuant to the terms of Other Financial Obligations.


 


“Euroclear Operator”
means the operator of the Euroclear System.


 


“Event of Default”
has the meaning specified in Section 5.01.


 


“Excess Proceeds”
has the meaning specified in Section 16.11(a).


 


“Exchange Date”
has the meaning specified in Section 3.04(b).


 


“Exchange Rate Officer’s
Certificate” means a telex or a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar, Foreign
Currency or Currency Unit amounts of principal, premium, if any, and any interest respectively (on an aggregate basis and on the
basis of a Debt Security having the lowest denomination principal amount determined in accordance with Section 3.02 in the relevant
Currency or Currency Unit), payable on the basis of such Market


 


Exchange Rate sent (in the
case of a telex) or signed (in the case of a certificate) by the Treasurer or any Assistant Treasurer of the Company.


 


“Fixed Rate Security”
means a Debt Security which provides for the payment of interest at a fixed rate.


 


“Floating Rate Security”
means a Debt Security which provides for the payment of interest at a variable rate determined periodically by reference to an
interest rate index or any other index specified pursuant to Section 3.01.



    	4



    	 



    

“Foreign Currency”
means a currency issued by the government of any country other than the United States.


 


“Global Note”
means a Registered or Bearer Security evidencing all or part of a series of Debt Securities, including, without limitation, any
temporary or permanent Global Note.


 


“Holder” means,
with respect to a Registered Security, the Registered Holder, and with respect to a Bearer Security or a Coupon, the bearer thereof.


 


“Indebtedness”
means (1) any obligation of a Person for (a) the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes
or other written instruments or for the payment of the deferred purchase price of property or assets (other than Trade Payables),
or (b) 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)           any
liability of others described in the preceding clause (1) that the Person has guaranteed, that is recourse to such Person or that
is otherwise its legal liability; and (3) any amendment, supplement, modification, deferral, renewal, extension or refunding of
any liability of the types referred to in clauses (1) and (2) above.


 


“Indebtedness Ranking
on a Parity with the Debt Securities” means all Indebtedness of the Company, whether outstanding on the date of the execution
of this Indenture or thereafter created, assumed or incurred, which specifically by its terms ranks equally with and not prior
to the Debt Securities in right of payment.


 


“Indebtedness Ranking
Junior to the Debt Securities” means all Indebtedness of the Company, whether outstanding on the date of the execution of
this Indenture or thereafter created, assumed or incurred, which specifically by its terms ranks junior to and not equally with
or prior to the Debt Securities in right of payment.


 


“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, unless the context otherwise requires, shall
include the terms of a particular series of Debt Securities as established pursuant to Section 3.01.


 


The term “interest,”
when used with respect to a Discount Security which by its terms bears interest only after Maturity, means interest payable after
Maturity, and, when used with respect to a Bearer Security, includes any additional amounts payable on such Bearer Security, if
so provided pursuant to Section 3.01.


 


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



    	5



    	 



    

“Market Exchange Rate”
means (i) for any conversion involving a Currency Unit on the one hand and Dollars or any Foreign Currency on the other, the exchange
rate between the relevant Currency Unit and Dollars or such Foreign Currency calculated for noon, New York time, on the Valuation
Date by the method specified pursuant to Section 3.01 for the securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon (New York time) buying rate for such Foreign Currency for cable transfers quoted in New York
City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency
into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with
normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign
Currency from which conversion is being made from major banks located in either New York City, London or any other principal market
for Dollars or such purchased Foreign Currency. In the event of the unavailability of any of the exchange rates provided for in
the foregoing clauses (i), (ii) and (iii) the Company, shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks
in New York City, London or other principal market for such Currency or Currency Unit in question, or such other quotations as
the Company shall deem appropriate, in its sole discretion and without liability on its part. Unless otherwise specified by the
Currency Determination Agent, if there is more than one market for dealing in any Currency or Currency Unit by reason of foreign
exchange regulations or otherwise, the market to be used in respect of such Currency or Currency Unit shall be that, as determined
by the Currency Determination Agent, in its sole discretion and without liability on its part, upon which a nonresident issuer
of securities designated in such Currency or Currency Unit would purchase such Currency or Currency Unit in order to make payments
in respect of such securities.


 


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


 


“Officers’ Certificate”
means a certificate signed by the Chairman, the President, the Chief Financial Officer or an Executive Vice President, and by the
Treasurer, the Chief Accounting Officer, the Controller or the Secretary of the Company and delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel to the Company (including an employee of the Company) and who shall be satisfactory
to the Trustee, which is delivered to the Trustee.


 


“Other Financial Obligations”
means, unless otherwise determined with respect to any series of Debt Securities pursuant to Section 3.01, all obligations to make
payment pursuant to the terms of financial instruments, such as (i) securities contracts and currency and foreign exchange rate
contracts, (ii) derivative instruments, such as swap agreements (including interest rate and currency and foreign exchange rate
swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange agreements, options,
commodity futures contracts, commodity options contracts and (iii) similar financial instruments; provided that the term Other
Financial Obligations shall not include (A) obligations on account of Senior Indebtedness and (B) obligations on account of Indebtedness
Ranking on a Parity with the Debt Securities and Indebtedness Ranking Junior to the Debt Securities.



    	6



    	 



    

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


 


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


 


(ii)          Debt
Securities with respect to which payment or redemption money in the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Debt Securities and any Coupons thereto pertaining; provided, however, that
if such Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and


 


(iii)         Debt
Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Debt Securities have been
authenticated and delivered pursuant to this Indenture, other than any such Debt Securities in respect of which there shall have
been presented to the Trustee proof reasonably satisfactory to it that such Debt Securities are held by a bona fide purchaser in
whose hands such Debt Securities are valid obligations of the Company;


 


provided, however, that in
determining whether the Holders of the requisite principal amount of Debt Securities Outstanding have performed any Act hereunder,
Debt Securities owned by the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such Act, only Debt Securities which the Trustee knows to be so owned shall be so disregarded. Debt 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 with respect to such Debt Securities and that the pledgee is not the Company or any
other obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor. In determining whether the Holders
of the requisite principal amount of Outstanding Debt Securities have performed any Act hereunder, the principal amount of a Discount
Security that shall be deemed to be Outstanding for such purpose shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section
5.02 and the principal amount of a Debt Security denominated in a Foreign Currency that shall be deemed to be Outstanding for such
purpose shall be the amount calculated pursuant to Section 3.10(k).


 


“Overdue Rate,”
when used with respect to any series of the Debt Securities, means the rate designated as such in or pursuant to the Board Resolution
or the supplemental indenture, as the case may be, relating to such series as contemplated by Section 3.01.


 


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



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“Permanent Global
Note” shall have the meaning given such term in Section 3.04(b).


 


“Person” means
any individual, Corporation, partnership, joint venture, association, trust, estate, unincorporated organization or government
or any agency or political subdivision thereof.


 


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


 


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


 


“Redemption Date”
means the date fixed for redemption of any Debt Security pursuant to this Indenture.


 


“Redemption Price”
means, in the case of a Discount Security, the amount of the principal thereof that would be due and payable as of the Redemption
Date upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or any other redemption specified pursuant
to Section 3.01, and in the case of any other Debt Security, the principal amount thereof, plus, in each case, premium, if any,
and accrued and unpaid interest, if any, to the Redemption Date.


 


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


 


“Registered Security”
means any Debt Security in the form established pursuant to Section 2.01 which is registered as to principal and interest in the
Security Register.


 


“Regular Record Date”
for the interest payable on the Registered Securities of any series on any Interest Payment Date means the date specified for the
purpose pursuant to Section 3.01 for such Interest Payment Date.


 


“Responsible Officer”
means when used with respect to the Trustee any officer within the Corporate Trust Office including any Vice President, Managing
Director, Assistant Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, any Financial Services Officer
or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s
knowledge and familiarity with the particular subject.


 


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 3.05(a).



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“Senior Indebtedness”
means, unless otherwise determined with respect to any series of Debt Securities pursuant to Section 3.01, all Indebtedness of
the Company, whether outstanding on the date of the execution of this Indenture or thereafter created, assumed or incurred except
for (i) the Debt Securities, (ii) Indebtedness Ranking on a Parity with the Debt Securities and (iii) Indebtedness Ranking Junior
to the Debt Securities.


 


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


 


“Specified Amount”
has the meaning specified in Section 3.10(i).


 


“State” means
any of the various States of the United States of America.


 


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


 


“Subsidiary”
means any Corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power to
elect a majority of the directors of such Corporation, irrespective of whether or not, at the time, stock of any other class or
classes of such Corporation shall have or might have voting power by reason of the happening of any contingency, is at the time,
directly or indirectly, owned or controlled by the Company or by one or more Subsidiaries thereof, or by the Company and one or
more Subsidiaries thereof.


 


“Temporary Global
Note” shall have the meaning given such term in Section 3.04(b).


 


“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 or services.


 


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


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939 as amended and as in force at the date as of which this instrument was executed, except as
provided in Section 11.05.


 


“United States”
means the United States of America (including the States and the District of Columbia), and its possessions, which include the
Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.



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“U.S. Depositary”
means a clearing agency registered under the Securities Exchange Act of 1934, as amended, or any successor thereto, which shall
in either case be designated by the Company pursuant to Section 3.01 until a successor U.S. Depositary shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “U.S. Depositary” shall mean or include each Person
who is then a U.S. Depositary hereunder, and if at any time there is more than one such Person, “U.S. Depositary” as
used with respect to the Debt Securities of any series shall mean the U.S. Depositary with respect to the Debt Securities of that
series.


 


“U.S. Person”
means a citizen or resident of the United States, a Corporation, partnership or other entity created or organized in or under the
laws of the United States, or an estate or trust the income of which is subject to United States Federal income taxation regardless
of its source.


 


“Valuation Date”
has the meaning specified in Section 3.10(d).


 


“Vice President”
includes with respect to the Company and the Trustee, any Vice President of the Company or the Trustee, as the case may be, whether
or not designated by a number or word or words added before or after the title “Vice President.”


 


“Wholly-Owned Subsidiary”
means a Subsidiary of which all of the outstanding voting stock (other than directors’ qualifying shares) is at the time,
directly or indirectly, owned by the Company, or by one or more Wholly-Owned Subsidiaries of the Company or by the Company and
one or more Wholly-Owned Subsidiaries of the Company.


 


	Section 1.02	Compliance Certificates and Opinions.


 


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


 


Every Officers’ Certificate
or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 12.02) shall include:


 


(1)          a
statement that each individual signing such Certificate or Opinion of Counsel has read such covenant or condition and the definitions
herein relating thereto;


 


(2)          a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such Officers’ Certificate or Opinion of Counsel are based;


 


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



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


 


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


 


	Section 1.04	Notices, etc., to Trustee and Company.


 


Any Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


(1)          the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration.


 


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


 


Any such Act or other document
shall be in the English language, except that any published notice may be in an official language of the country of publication.



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	Section 1.05	Notice to Holders; Waiver.


 


When this Indenture provides
for notice to Holders of any event, (1) such notice shall be sufficiently given to Registered Holders (unless otherwise herein
expressly provided) if in writing and mailed, first class postage prepaid, to such Registered Holders as their names and addresses
appear in the Security Register, within the time prescribed, and (2) such notice shall be sufficiently given to Holders of Bearer
Securities or Coupons (unless otherwise herein expressly provided) if published at least twice in an Authorized Newspaper or Newspapers
in The City of New York and, if Debt Securities of such series are then listed on any stock exchange located outside the United
States and such stock exchange shall so require, in a daily newspaper or financial journal in such other city or cities specified
pursuant to Section 3.01 or in any Debt Security on Business Days, the first such publication to be not earlier than the earliest
date and not later than two Business Days prior to the latest date prescribed for the giving of such notice; provided, however,
that, in any case, any notice to Holders of Floating Rate Securities regarding the determination of a periodic rate of interest,
if such notice is required pursuant to Section 3.01, shall be sufficiently given if given in the manner specified pursuant to Section
3.01.


 


In the event of suspension
of regular mail service or by reason of any other cause it shall be impracticable to give notice by mail, such notification as
shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder.


 


In the event of suspension
of publication of any Authorized Newspapers or by reason of any other cause it shall be impracticable to give notice by publication,
such notification as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder.


 


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


 


	Section 1.06	Conflict with Trust Indenture Act.


 


If any provision hereof
limits, qualifies or conflicts with the duties imposed on any person by the provisions of Sections 310 to 317, inclusive, of the
Trust Indenture Act, such duties imposed by the Trust Indenture Act shall control.



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	Section 1.07	Effect of Headings and Table of Contents.


 


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


 


	Section 1.08	Successors and Assigns.


 


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


 


	Section 1.09	Separability Clause.


 


In case any provision in
this Indenture or in the Debt 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 1.10	Benefits of Indenture.


 


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


 


	Section 1.11	Governing Law.


 


This Indenture, the Debt
Securities and the Coupons shall be deemed to be contracts made and to be performed entirely in the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of said State without regard to the conflicts of law
rules of said State.


 


	Section 1.12	Legal Holidays.


 


Unless otherwise specified
pursuant to Section 3.01 or in any Debt Security, in any case where any Interest Payment Date, Redemption Date or Stated Maturity
of any Debt Security of any series shall not be a Business Day at any Place of Payment for the Debt Securities of that series,
then (notwithstanding any other provision of this Indenture or of the Debt Securities or Coupons) payment of principal (and premium,
if any) or interest need not be made at such Place of Payment on such date, but any such payment may be made at such Place of Payment
on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or
at the Stated Maturity, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be, to such Business Day if such payment is made or duly provided for
on such Business Day.



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	Section 1.13	No Security Interest Created.


 


Nothing in this Indenture
or in the Debt Securities or Coupons, express or implied, shall be construed to constitute a security interest or mortgage or other
pledge of collateral under the Uniform Commercial Code or similar legislation or real property laws, as now or hereafter enacted
and in effect in any jurisdiction where property of the Company or its Subsidiaries is or may be located.


 


	Section 1.14	Liability Solely Corporate.


 


No recourse shall be had
for the payment of the principal of (or premium, if any) or the interest on any Debt Securities or Coupons, or any part thereof,
or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator,
or against any stockholder, officer or director, as such, past, present or future, of the Company (or any incorporator, stockholder,
officer or director of any predecessor or successor corporation), either directly or through the Company (or any such predecessor
or successor corporation), whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Debt Securities and Coupons are
solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any such incorporator,
stockholder, officer or director, past, present or future, of the Company (or any incorporator, stockholder, officer or director
of any such predecessor or successor corporation), either directly or indirectly through the Company or any such predecessor or
successor corporation, because of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants,
promises or agreements contained in this Indenture or in any of the Debt Securities or Coupons or to be implied herefrom or therefrom;
and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration
for, the execution of this Indenture and the issue of Debt Securities; provided, however, that nothing herein or in the Debt Securities
or Coupons contained shall be taken to prevent recourse to and the enforcement of the liability, if any, of any stockholder or
subscriber to capital stock upon or in respect of the shares of capital stock not fully paid.


 


ARTICLE II


 


DEBT SECURITY FORMS


 


	Section 2.01	Forms Generally.


 


The Debt Securities and
the Coupons, if any, of each series shall be substantially in one of the forms (including global form) established in or pursuant
to a Board Resolution or one or more indentures supplemental hereto, and 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
or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which any series of the Debt Securities may be listed, or
to conform to usage, all as determined by the officers executing such Debt Securities and Coupons as conclusively evidenced by
their execution of such Debt Securities and Coupons. If the form of a series of Debt Securities or Coupons (or any Global Note)
is established in or pursuant to a Board Resolution, a copy of such Board Resolution shall be delivered to the Trustee, together
with an Officers’ Certificate setting forth the form of such series, at or prior to the delivery of the Company Order contemplated
by Section 3.03 for the authentication and delivery of such Debt Securities (or any such Global Note) or Coupons.



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Unless otherwise specified
as contemplated by Section 3.01, Debt Securities in bearer form (other than in global form) shall have Coupons attached.


 


The definitive Debt Securities
and Coupons, if any, of each series 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, all as determined by the officers executing such Debt Securities
and Coupons, as conclusively evidenced by their execution of such Debt Securities and Coupons.


 


	Section 2.02	Form of Trustee’s Certificate of Authentication.


 


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


 


TRUSTEE’S CERTIFICATE
OF AUTHENTICATION


 


This is one of the Debt
Securities of the series designated therein issued under the within-mentioned Indenture.


 


	 	________________________________________________________,
	 	as Trustee
	 	 
	Dated:	By: 	 
	 	Authorized Signatory


 


 


	Section 2.03	Securities in Global Form.


 


If any Debt Security of
a series is issuable in global form, the Global Note so issued may provide that it shall represent the aggregate amount of Outstanding
Debt Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Debt Securities
represented thereby may from time to time be reduced or increased to reflect exchanges. Any endorsement of a Global Note to reflect
the amount, or any increase or decrease in the amount, of Outstanding Debt Securities represented thereby shall be made by the
Trustee and in such manner as shall be specified in such Global Note. Any instructions by the Company with respect to a Global
Note, after its initial issuance, shall be in writing but need not comply with Section 1.02.



    	15



    	 



    

Global Notes may be issued
in either registered or bearer form and in either temporary or permanent form. Permanent Global Notes will be issued in definitive
form.


 


ARTICLE III


 


THE DEBT SECURITIES


 


	Section 3.01	Amount Unlimited; Issuable in Series.


 


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


 


The Debt Securities may
be issued from time to time in one or more series. There shall be established in or pursuant to a Board Resolution and (subject
to Section 3.03) set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Debt Securities of any series:


 


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


 


(2)          the
limit, if any, upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered
under this Indenture (except for Debt Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of,
other Debt Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 11.06 or 13.07);


 


(3)          the
percentage of the principal amount at which the Debt Securities will be issued and, if other than the principal amount thereof,
the portion of the principal amount thereof payable upon declaration of acceleration of the Maturity thereof or the method by which
such portion shall be determined;


 


(4)          the
date or dates on which or periods during which the Debt Securities of the series may be issued, and the date or dates (or the method
of determination thereof) on which the principal of (and premium, if any, on) the Debt Securities of such series are or may be
payable (which, if so provided in such Board Resolution or supplemental indenture, may be determined by the Company from time to
time and set forth in the Debt Securities of the series issued from time to time);


 


(5)          the
rate or rates (or the method of determination thereof) at which the Debt Securities of the series shall bear interest, if any,
and the dates from which such interest shall accrue (which, in either case or both, if so provided in such Board Resolution or
supplemental indenture, may be determined by the Company from time to time and set forth in the Debt Securities of the series issued
from time to time); and the Interest Payment Dates on which such interest shall be payable (or the method of determination thereof),
and, in the case of Registered Securities, the Regular Record Dates for the interest payable on such Interest Payment Dates and,
in the case of Floating Rate Securities, the notice, if any, to Holders regarding the determination of interest and the manner
of giving such notice;



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(6)           the
place or places where the principal of (and premium, if any) and interest on Debt Securities of the series shall be payable; the
extent to which, or the manner in which, any interest payable on any Global Note on an Interest Payment Date will be paid, if other
than in the manner provided in Section 3.07; the extent, if any, to which the provisions of the last sentence of Section 12.01
shall apply to the Debt Securities of the series; and the manner in which any principal of, or premium, if any, on, any Global
Note will be paid, if other than as set forth elsewhere herein;


 


(7)           the
obligation, if any, of the Company to redeem, repay or purchase Debt Securities of the series pursuant to any mandatory redemption,
sinking fund or analogous provisions or at the option of the Holder and the period or periods within which or the dates on which,
the prices at which and the terms and conditions upon which Debt Securities of the series shall be redeemed, repaid or purchased,
in whole or in part, pursuant to such obligation;


 


(8)           the
right, if any, of the Company to redeem the Securities of such series, in whole or in part, at its option and the period or periods
within which, or the date or dates on which, the price or prices at which, and the terms and conditions upon which Debt Securities
of the series may be redeemed, if any, in whole or in part, at the option of the Company or otherwise;


 


(9)           if
the coin or Currency in which the Debt Securities shall be issuable is in Dollars, the denominations of such Debt Securities if
other than denominations of $1,000 and any integral multiple thereof (except as provided in Section 3.04);


 


(10)         whether
the Debt Securities of the series are to be issued as Discount Securities and the amount of discount with which such Debt Securities
may be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series
which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


 


(11)         provisions,
if any, for the defeasance of the Debt Securities of such series or certain of the Company’s obligations with respect to
the Debt Securities;


 


(12)         whether
Debt Securities of the series are to be issued as Registered Securities or Bearer Securities or both, and, if Bearer Securities
are issued, whether Coupons will be attached thereto, whether Bearer Securities of the series may be exchanged for Registered Securities
of the series, as provided in Section 3.05(b) or otherwise and the circumstances under which and the place or places at which any
such exchanges, if permitted, may be made;


 


(13)         whether
provisions for payment of additional amounts or tax redemptions shall apply and, if such provisions shall apply, such provisions;
and, if Bearer Securities of the series are to be issued, whether a procedure other than that set forth in Section 3.04(b) shall
apply and, if so, such other procedure, and if the procedure set forth in Section 3.04(b) shall apply, the forms of certifications
to be delivered under such procedure;


 


(14)         if
other than Dollars, the Foreign Currency or Currencies or Currency Unit in which Debt Securities of the series shall be denominated
or in which payment of the principal of (and/or premium, if any) and/or interest on the Debt Securities of the series may be made,
and the particular provisions applicable thereto and, if applicable, the amount of Debt Securities of the series which entitles
the Holder of a Debt Security of the series or its proxy to one vote for purposes of Section 9.06;



    	17



    	 



    

(15)         if
the principal of (and premium, if any) or interest on Debt Securities of the series are to be payable, at the election of the Company
or a Holder thereof, in a Currency other than that in which the Debt Securities are denominated or payable without such election,
in addition to or in lieu of the provisions of Section 3.10, the period or periods within which and the terms and conditions upon
which, such election may be made and the time and the manner of determining the exchange rate or rates between the Currency or
Currencies in which the Debt Securities are denominated or payable without such election and the Currency or Currencies in which
the Debt Securities are to be paid if such election is made;


 


(16)         the
date as of which any Debt Securities of the series shall be dated, if other than as set forth in Section 3.03;


 


(17)         if
the amount of payments of principal of (and premium, if any) or interest on the Debt Securities of the series may be determined
with reference to an index, including, but not limited to, an index based on a Currency or Currencies other than that in which
the Debt Securities are denominated or payable, or any other type of index, the manner in which such amounts shall be determined;


 


(18)         if
the Debt Securities of the series are denominated or payable in a Foreign Currency, any other terms concerning the payment of principal
of (and premium, if any) or any interest on such Debt Securities (including the Currency or Currencies of payment thereof);


 


(19)         the
designation of the original Currency Determination Agent, if any;


 


(20)         the
applicable Overdue Rate, if any;


 


(21)         if
the Debt Securities of the series do not bear interest, the applicable dates for purposes of Section 7.01;


 


(22)         any
addition to, or modification or deletion of, any Events of Default or covenants provided for with respect to Debt Securities of
the series;


 


(23)         if
Bearer Securities of the series are to be issued, (x) whether interest in respect of any portion of a temporary Debt Security in
global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of any Interest Payment Date
prior to the exchange of such temporary Debt Security for definitive Debt Securities of the series shall be paid to any clearing
organization with respect to the portion of such temporary Debt Security held for its account and, in such event, the terms and
conditions (including any certification requirements) upon which any such interest payment received by a clearing organization
will be credited to the Persons entitled to interest payable on such Interest Payment Date, (y) the terms upon which interests
in such temporary Debt Security in global form may be exchanged for interests in a permanent Global Note or for definitive Debt
Securities of the series and the terms upon which interests in a permanent Global Note, if any, may be exchanged for definitive
Debt Securities of the series and (z) the cities in which the Authorized Newspapers designated for the purposes of giving notices
to Holders are published;



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(24)        whether
the Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Notes and, in such case,
the U.S. Depositary or any Common Depositary for such Global Note or Notes; and if the Debt Securities of the series are issuable
only as Registered Securities, the manner in which and the circumstances under which Global Notes representing Debt Securities
of the series may be exchanged for Registered Securities in definitive form, if other than, or in addition to, the manner and circumstances
specified in Section 3.04(c);


 


(25)        the
designation, if any, of the U.S. Depositary; and the designation of any trustees (other than the Trustee), depositaries, Authenticating
Agents, Paying Agents, Security Registrars, or any other agents with respect to the Debt Securities of such series;


 


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


 


(27)        if
other than as specified in Article Sixteen, the subordination provisions applicable with respect to the Debt Securities of the
series, including a different definition of the terms “Senior Indebtedness” or “Other Financial Obligations”;
and


 


(28)        any
other terms of the series (which other terms shall not be inconsistent with the provisions of this Indenture).


 


All Debt Securities of any
one series and Coupons, if any, shall be substantially identical to all other debt securities of such series except as to denomination,
rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, which, as set forth above, may be determined
by the Company from time to time as to Debt Securities of a series if so provided in or established pursuant to the authority granted
in a Board Resolution or in any such indenture supplemental hereto, and except as may otherwise be provided in or pursuant to such
Board Resolution and (subject to Section 3.03) set forth in such Officers’ Certificate, or in any such indenture supplemental
hereto. All Debt Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may
be reopened for issuance of additional Debt Securities of such series.


 


If any of the terms of a
series of Debt Securities is established in or pursuant to a Board Resolution, a copy of such Board Resolution shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series.


 


	Section 3.02	Denominations.


 


In the absence of any specification
pursuant to Section 3.01 with respect to the Debt Securities of any series, the Debt Securities of such series shall be issuable
only as Registered Securities in denominations of $1,000 and any integral multiple thereof and shall be payable only in Dollars.



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	Section 3.03	Execution, Authentication, Delivery and Dating.


 


The Debt Securities and
the Coupons, if any, of any series shall be executed on behalf of the Company by its Chairman, its President, one of its Executive
Vice Presidents, its Chief Accounting Officer or its Treasurer, under its corporate seal reproduced thereon and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these officers may be manual or facsimile.


 


Debt Securities and Coupons
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 Debt Securities and Coupons or did not hold such offices at the date of such Debt Securities and Coupons.


 


At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities, with appropriate Coupons,
if any, of any series, executed by the Company, to the Trustee or an Authenticating Agent for authentication, together with a Company
Order for the authentication and delivery of such Debt Securities and Coupons and the Trustee or Authenticating Agent in accordance
with the Company Order shall authenticate and deliver such Debt Securities and Coupons, subject, in the case of Bearer Securities,
to Section 3.04(b); provided, however, that, in connection with its sale during the “restricted period” (as defined
in Section 1.1635(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer Security shall be mailed or otherwise delivered
to any location in the United States; and provided, further, that a Bearer Security (other than a temporary Global Note in bearer
form) may be delivered outside the United States in connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished to the Euroclear Operator or Clearstream a certificate substantially in the form set
forth in Exhibit A to this Indenture and if the Euroclear Operator or Clearstream has furnished the Trustee or Authenticating Agent
a certificate substantially in the form set forth in Exhibit B. If all the Debt Securities of any one series are not to be issued
at one time and if a Board Resolution or supplemental indenture relating to such series shall so permit, such Company Order may
set forth procedures acceptable to the Trustee or Authenticating Agent for the issuance of such Debt Securities and other matters
which are subject to variation, such as interest rate, Stated Maturity, date of issuance and date from which interest, if any,
shall accrue. If any Debt Security shall be represented by a permanent Global Note, then, for purposes of this Section and Section
3.04, the notation by the Common Depositary of a beneficial owner’s interest therein upon original issuance of such Debt
Security or upon exchange of a portion of a temporary Global Note shall be deemed to be delivery in connection with the original
issuance of such beneficial owner’s interest in such permanent Global Note. Except as permitted by Section 3.06 or 3.07,
the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons for interest then matured have been detached
and canceled.


 


The Trustee or Authenticating
Agent shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, prior to the authentication
and delivery of the Debt Securities and Coupons of such series, (i) the supplemental indenture or the Board Resolution by or pursuant
to which the form and terms of such Debt Securities and Coupons have been approved, (ii) the certificates and opinions required
pursuant to Section 1.02 and (iii) one or more Opinions of Counsel substantially to the effect that:



    	20



    	 



    

 


(1)           all
instruments furnished by the Company to the Trustee or Authenticating Agent in connection with the authentication and delivery
of such Debt Securities and Coupons conform to the requirements of this Indenture and constitute sufficient authority hereunder
for the Trustee or Authenticating Agent to authenticate and deliver such Debt Securities and Coupons;


 


(2)           the
forms and terms of such Debt Securities and Coupons have been established in conformity with the provisions of this Indenture;


 


(3)           in
the event that the forms or terms of such Debt Securities and Coupons have been established in a supplemental indenture, the execution
and delivery of such supplemental indenture has been duly authorized by all necessary corporate action of the Company, such supplemental
indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee
or Authenticating Agent, is a valid and binding obligation enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability,
to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);


 


(4)           the
execution and delivery of such Debt Securities and Coupons have been duly authorized by all necessary corporate action of the Company
and such Debt Securities and Coupons have been duly executed by the Company and, assuming due authentication by the Trustee or
Authenticating Agent and delivery by the Company, are valid and binding obligations of the Company enforceable against the Company
in accordance with their terms, entitled to the benefit of the Indenture, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall reasonably
request and as to which the Trustee shall not reasonably object; and


 


(5)           to
the best of such counsel’s knowledge, all governmental consents, authorizations and approvals which are required for the
execution and delivery of the Indenture and the Debt Securities under all applicable Federal and State of New York laws, and any
other applicable law, if any, have been received other than such as may be required by the securities or blue sky laws of the various
states in connection with the offer and sale of the Debt Securities.


 


Notwithstanding the provisions
of Section 3.01 and of the preceding two paragraphs, if not all of the Debt Securities of any series are to be issued at one time,
it shall not be necessary to deliver the Officers’ Certificate required by Section 3.01 or the Opinion of Counsel otherwise
required by clause (iii) of the preceding paragraph prior to or at the time of issuance of each Debt Security of such series, but
such documents shall be delivered prior to or at the time of delivery of the first Debt Security of such series.


 


For purposes of this opinion,
such counsel may rely as to factual matters upon certificates or written statements from officers or other appropriate representatives
of the Company or upon certificates of public officials and such opinion may contain assumptions, limitations, exceptions and restrictions
which are reasonably satisfactory to the Trustee and its counsel.



    	21



    	 



    

The Trustee shall not be
required to authenticate such Debt Securities and Coupons if the issuance of such Debt Securities and Coupons pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture in a manner
which is not reasonably acceptable to the Trustee.


 


Each Registered Security
shall be dated the date of its authentication. Each Bearer Security (including any temporary or permanent or other definitive Bearer
Security in global form) shall be dated as of the date of original issuance of the first Debt Security of such series to be issued,
except as otherwise provided pursuant to Section 3.01 with respect to the Bearer Securities of any series.


 


No Debt Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security
a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating
Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security
has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing,
if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.08 together with a written statement
(which need not comply with Section 1.02) stating that such Debt Security has never been issued and sold by the Company, for all
purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.


 


	Section 3.04	Temporary Debt Securities; Exchange of Temporary Global Notes for Definitive Bearer Securities; Global Notes Representing Registered Securities.


 


(a)          Pending
the preparation of definitive Registered Securities of any series, the Company may execute, and upon Company Order the Trustee
or Authenticating Agent shall authenticate and deliver, temporary Registered Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination for Registered Securities of such series, substantially of the
tenor of the definitive Registered Securities in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Registered Securities may determine, as conclusively evidenced
by their execution of such Registered Securities. Every such temporary Registered Security shall be executed by the Company and
shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the
same effect, as the definitive Registered Securities in lieu of which they are issued. In the case of any series issuable as Bearer
Securities, such temporary Debt Securities may be in global form, representing such of the Outstanding Debt Securities of such
series as shall be specified therein.



    	22



    	 



    

Except in the case of temporary
Debt Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary
Debt Securities of any series are issued, the Company will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series
shall be exchangeable for definitive Debt Securities of such series, of a like Stated Maturity and with like terms and provisions,
upon surrender of the temporary Debt Securities of such series at the office or agency of the Company in a Place of Payment for
such series, without charge to the Holder, except as provided in Section 3.05 in connection with a transfer. Upon surrender for
cancellation of any one or more temporary Debt Securities of any series (accompanied by any unmatured Coupons), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Debt Securities
of the same series of authorized denominations and of a like Stated Maturity and like terms and provisions; provided, however,
that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided, further, that
a definitive Bearer Security (including a permanent Bearer Security in global form) shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 3.03. Until so exchanged, the temporary Registered
Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Registered Securities
of such series.


 


(b)          Unless
otherwise specified pursuant to Section 3.01, all Bearer Securities of a series shall be initially issued in the form of a single
temporary Bearer Security in global form (a “temporary Global Note”). The Company shall execute, and upon Company Order
the Trustee (or other agent specified under Section 3.01) shall authenticate, any temporary Global Note and any permanent Bearer
Security in global form (as described below, a “permanent Global Note”) upon the same conditions and in substantially
the same manner, and with the same effect, as definitive Bearer Securities, and the temporary or permanent Global Note, as the
case may be, shall, unless otherwise specified therein, be delivered by the Trustee (or such other agent) to the London office
of a depositary or common depositary (the “Common Depositary”), for the benefit of the Euroclear Operator or Clearstream,
as the case may be, for credit to the account of the Company (in the case of sales of Bearer Securities by the Company directly
to investors) or the managing underwriter (in the case of sales of Bearer Securities by the Company to underwriters) or such other
accounts as the Company or the managing underwriter, respectively, may direct in writing.



    	23



    	 



    

On or after the date specified
in or determined pursuant to the terms of any temporary Global Note which (subject to any applicable laws and regulations) shall
be at least 40 days after the issue date of a temporary Global Note (the “Exchange Date”), the Debt Securities represented
by such temporary Global Note may be exchanged for definitive Debt Securities (subject to the second succeeding paragraph) or Debt
Securities to be represented thereafter by one or more permanent Global Notes in definitive form without Coupons. On or after the
Exchange Date such temporary Global Note shall be surrendered by the Common Depositary to the Trustee (or such other agent as is
specified for the purpose pursuant to Section 3.01), as the Company’s agent for such purpose, at such place specified outside
the United States pursuant to Section 3.01 and following such surrender, the Trustee (or such other agent) shall (1) endorse the
temporary Global Note to reflect the reduction of its principal amount by an equal aggregate principal amount of such Debt Security,
(2) endorse the applicable permanent Global Note, if any, to reflect the initial amount, or an increase in the amount of Debt Securities
represented thereby, (3) manually authenticate such definitive Debt Securities (including any permanent Global Note), (4) deliver
such definitive Debt Securities to the Holder thereof or, if such definitive Debt Security is a permanent Global Note, deliver
such permanent Global Note to the Common Depositary to be held outside the United States for the accounts of the Euroclear Operator
or Clearstream, as the case may be, for credit to the respective accounts at Euroclear Operator or Clearstream, as the case may
be, designated by or on behalf of the beneficial owners of such Debt Securities (or to such other accounts as they may direct)
and (5) redeliver such temporary Global Note to the Common Depositary, unless such temporary Global Note shall have been canceled
in accordance with Section 3.08 hereof; provided, however, that, unless otherwise specified in such temporary Global Note, upon
such presentation by the Common Depositary, such temporary Global Note shall be accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by the Euroclear Operator, as to the portion of such temporary Global Note held for its account
then to be exchanged for definitive Debt Securities (including any permanent Global Note), and a certificate dated the Exchange
Date or a subsequent date and signed by Clearstream, as to the portion of such temporary Global Note held for its account then
to be exchanged for definitive Debt Securities (including any permanent Global Note), each substantially in the form set forth
in Exhibit B to this Indenture. Each certificate substantially in the form of Exhibit B hereto of the Euroclear Operator or Clearstream,
as the case may be, shall be based on certificates of the account holders listed in the records of the Euroclear Operator or Clearstream,
as the case may be, as being entitled to all or any portion of the applicable temporary Global Note. An account holder of the Euroclear
Operator or Clearstream, as the case may be, desiring to effect the exchange of an interest in a temporary Global Note for an interest
in definitive Debt Securities (including any permanent Global Note) shall instruct the Euroclear Operator or Clearstream, as the
case may be, to request such exchange on its behalf and shall deliver to the Euroclear Operator or Clearstream, as the case may
be, a certificate substantially in the form of Exhibit A hereto and dated no earlier than 10 days prior to the Exchange Date. Until
so exchanged, temporary Global Notes shall in all respects be entitled to the same benefits under this Indenture as definitive
Debt Securities (including any permanent Global Note) of the same series authenticated and delivered hereunder, except as to payment
of interest, if any.


 


The delivery to the Company,
its agent or the Trustee by the Euroclear Operator or Clearstream of any certificate substantially in the form of Exhibit B hereto
may be relied upon by the Company, its agent and the Trustee as conclusive evidence that a corresponding certificate or certificates
has or have been delivered to the Euroclear Operator or Clearstream, as the case may be, pursuant to the terms of this Indenture.



    	24



    	 



    

On or prior to the Exchange
Date, the Company shall deliver to the Trustee (or such other agent as may be specified as the Company’s agent for such purpose
pursuant to Section 3.01) definitive Debt Securities in an aggregate principal amount equal to the principal amount of such temporary
Global Note, executed by the Company. At any time, on or after the Exchange Date, upon 30 days’ notice to the Trustee (and
such other agents as may be specified for such purpose pursuant to Section 3.01) by the Euroclear Operator or Clearstream, as the
case may be, acting at the request of or on behalf of the beneficial owner, a Debt Security represented by a temporary Global Note
or a permanent Global Note, as the case may be, may be exchanged, in whole or from time to time in part, for definitive Debt Securities
without charge and the Trustee (or such agent) shall authenticate and deliver, in exchange for each portion of such temporary Global
Note or such permanent Global Note, an equal aggregate principal amount of definitive Debt Securities of the same series of authorized
denominations and of a like Stated Maturity and with like terms and conditions, as the portion of such temporary Global Note or
such permanent Global Note to be exchanged, which, unless the Debt Securities of the series are not issuable both as Bearer Securities
and as Registered Securities, as contemplated by Section 3.01, shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that definitive Bearer Securities
shall be delivered in exchange for a portion of the temporary Global Note or the permanent Global Note only in compliance with
the requirements of the second preceding paragraph. On or prior to the forty-fifth day following receipt by the Trustee (and such
agent as may be specified as the Company’s agent for such purpose pursuant to Section 3.01) of such notice with respect to
a Debt Security, or, if such day is not a Business Day, the next succeeding Business Day, the temporary Global Note or the permanent
Global Note, as the case may be, shall be surrendered by the Common Depositary to the Trustee (or such other agent as may be specified
as the Company’s agent for such purpose pursuant to Section 3.01), as the Company’s agent for such purpose, to be exchanged,
in whole or from time to time in part, for definitive Debt Securities without charge following such surrender, upon the request
of the Euroclear Operator or Clearstream, as the case may be, and the Trustee (or such agent) shall (1) endorse the applicable
temporary Global Note or the permanent Global Note to reflect the reduction of its principal amount by the aggregate principal
amount of such Debt Security, (2) cause the terms of such Debt Security and Coupons, if any, to be entered on a definitive Debt
Security, (3) manually authenticate such definitive Debt Security, and (4) if a Bearer Security is to be delivered, deliver such
definitive Debt Security outside the United States to the Euroclear Operator or Clearstream, as the case may be, for or on behalf
of the beneficial owner thereof, in exchange for a portion of such temporary Global Note or the permanent Global Note.


 


Unless otherwise specified
in such temporary Global Note or the permanent Global Note, any such exchange shall be made free of charge to the beneficial owners
of such temporary Global Note or the permanent Global Note, except that a Person receiving definitive Debt Securities must bear
the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive
Debt Securities in person at the offices of the Euroclear Operator or Clearstream. Definitive Debt Securities in bearer form to
be delivered in exchange for any portion of a temporary Global Note or the permanent Global Note shall be delivered only outside
the United States. Notwithstanding the foregoing, in the event of redemption or acceleration of all or any part of a temporary
Global Note prior to the Exchange Date, a permanent Global Note or definitive Bearer Securities, as the case may be, will not be
issuable in respect of such temporary Global Note or such portion thereof, and payment thereon will instead be made as provided
in such temporary Global Note.


 


Until exchanged in full
as hereinabove provided, any temporary Global Note or the permanent Global Note shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities of the same series and tenor authenticated and delivered hereunder, except that,
unless otherwise specified as contemplated by Section 3.01, interest payable on such temporary Global Note on an Interest Payment
Date for Debt Securities of such series occurring prior to the applicable Exchange Date shall be payable to the Euroclear Operator
or Clearstream on such Interest Payment Date upon delivery by the Euroclear Operator or Clearstream to the Trustee (or such agent
as may be specified pursuant to Section 3.01) of a certificate or certificates substantially in the form set forth in Exhibit B
to this Indenture, for credit without further interest on or after such Interest Payment Date to the respective accounts of the
Persons who are the beneficial owners of such temporary Global Note on such Interest Payment Date and who have each delivered to
the Euroclear Operator or Clearstream, as the case may be, a certificate substantially in the form set forth in Exhibit A to this
Indenture.



    	25



    	 



    

Any definitive Bearer Security
authenticated and delivered by the Trustee (or such agent) in exchange for a portion of a temporary Global Note or the permanent
Global Note shall not bear a coupon for any interest which shall theretofore have been duly paid by the Trustee to the Euroclear
Operator or Clearstream, or by the Company to the Trustee (or such agent) in accordance with the provisions of this Section 3.04.


 


With respect to Exhibits
A and B to this Indenture, the Company may, in its discretion and if required or desirable under applicable law, substitute one
or more other forms of such Exhibits for such Exhibits, eliminate the requirement that any or all certificates be provided, or
change the time that any certificate may be required, provided that such substitute form or forms or notice of elimination or change
of such certification requirement have theretofore been delivered to the Trustee (and any agent of the Company appointed pursuant
to Section 3.01 and referred to above) with a Company Request and such form or forms, elimination or change is reasonably acceptable
to the Trustee (and any such agent).


 


(c)          If
the Company shall establish pursuant to Section 3.01 that the Registered Securities of a series are to be issued in whole or in
part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section
3.03 and the Company Order with respect to such series, authenticate and deliver one or more Global Notes in temporary or permanent
form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding
Debt Securities of such series to be represented by one or more Global Notes, (ii) shall be registered in the name of the U.S.
Depositary for such Global Note or Notes or the nominee of such depositary, and (iii) shall bear a legend substantially to the
following effect:


 


“This Debt
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, unless and until this Debt Security is exchanged in whole or in part for Debt Securities
in definitive form.”


 


Notwithstanding any other
provision of this Section or Section 3.05, unless and until it is exchanged in whole or in part for Registered Securities in definitive
form, a Global Note representing all or a portion of the Registered Securities of a series may not be transferred except as a whole
by the U.S. 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 U.S. Depositary for such series or
a nominee of such successor depositary.



    	26



    	 



    

If at any time the U.S.
Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as U.S. Depositary
for the Debt Securities of such series or if at any time the U.S. Depositary for Debt Securities of a series shall no longer be
a clearing agency registered and in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute
or regulation, the Company shall appoint a successor U.S. Depositary with respect to the Debt Securities of such series. If a successor
U.S. Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Registered Securities
of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing
such series in exchange for such Global Note or Notes.


 


The Company may at any time
and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Global Notes
shall no longer be represented by such Global Note or Notes. In such event, the Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver,
Registered Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the
Global Note or Notes representing such series in exchange for such Global Note or Notes.


 


If the Registered Securities
of any series shall have been issued in the form of one or more Global Notes and if an Event of Default with respect to the Debt
Securities of such series shall have occurred and be continuing, the Company will promptly execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver,
Registered Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the
Global Note or Notes representing such series in exchange for such Global Note or Notes.


 


If specified by the Company
pursuant to Section 3.01 with respect to Registered Securities of a series, the U.S. Depositary for such series of Registered Securities
may surrender a Global Note for such series of Debt Securities in exchange in whole or in part for Registered Securities of such
series in definitive form on such terms as are acceptable to the Company and such depositary. Thereupon, the Company shall execute
and the Trustee shall authenticate and deliver, without charge:


 


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


 


(ii)          to
the U.S. Depositary a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered
Global Note and the aggregate principal amount of Registered Securities delivered to Holders thereof.



    	27



    	 



    

Upon the exchange of a Global
Note for Registered Securities in definitive form, such Global Note shall be canceled by the Trustee. Debt Securities issued in
exchange for a Global Note pursuant to this subsection (c) shall be registered in such names and in such authorized denominations
as the U.S. Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Debt Securities to the Persons in whose names such Debt Securities are so
registered.


 


	Section 3.05	Registration, Transfer and Exchange.


 


(a)          The
Company shall cause to be kept at the Corporate Trust Office of the Trustee (or such other office designated under Section 3.01)
a register (the registers maintained in such office and in any other office or agency of the Company in a Place of Payment being
herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers and exchanges of
Registered Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Registered
Securities and registering transfers and exchanges of Registered Securities as herein provided; provided, however, that the Company
may appoint co-Security Registrars.


 


Upon surrender for registration
of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose, the Company
shall execute, and the Trustee or an Authenticating Agent shall authenticate and deliver, in the name of the designated transferee,
one or more new Registered Securities of the same series of like aggregate principal amount of such denominations as are authorized
for Registered Securities of such series and of a like Stated Maturity and with like terms and conditions.


 


Except as otherwise provided
in Section 3.04 and this Section 3.05, at the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series of like aggregate principal amount and of a like Stated Maturity and with like terms and
conditions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities
are surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities
which the Holder making the exchange is entitled to receive.


 


(b)          If
and to the extent specified pursuant to Section 3.01, the provisions of this Section 3.05(b) shall be applicable to Debt Securities
of any series which are Bearer Securities. At the option of the Holder thereof, to the extent permitted by law, any Bearer Security
of any series which by its terms is registrable as to principal and interest may be exchanged for a Registered Security of such
series of like aggregate principal amount and of a like Stated Maturity and with like terms and conditions upon surrender of such
Bearer Security at the Corporate Trust Office or at any other office or agency of the Company designated pursuant to Section 3.01
for the purpose of making any such exchanges. Any Coupon Security surrendered for exchange shall be surrendered with all unmatured
Coupons and any matured Coupons in default attached thereto. If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee or an Authenticating Agent if there is furnished
to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder
of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have
been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that except as otherwise provided
in Section 12.03, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an
office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered
at any such office or agency in exchange for a Registered Security of the same series and of a like Stated Maturity and with like
terms and conditions after the close of business at such office or agency on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening
of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall
be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment, as the case may be (or,
if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer
Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. The Company shall execute,
and the Trustee shall authenticate and deliver, the Registered Security or Securities which the Holder making the exchange is entitled
to receive.



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Notwithstanding the foregoing,
the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws
and regulations applicable to Debt Securities in effect at the time of such exchange.


 


(c)          Except
as otherwise specified pursuant to Section 3.01, in no event may Registered Securities, including Registered Securities received
in exchange for Bearer Securities, be exchanged for Bearer Securities.


 


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


 


Every Registered Security
presented or surrendered for transfer or exchange 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.


 


No service charge will be
made for any transfer or exchange of Debt Securities except as provided in Section 3.04(b) or 3.06. The Company and the Trustee
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
registration, transfer or exchange of Debt Securities, other than those expressly provided in this Indenture to be made at the
Company’s own expense or without expense or without charge to the Holders.



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The Company shall not be
required (i) to register, transfer or exchange Debt Securities of any series during a period beginning at the opening of business
15 days before the day of the transmission of a notice of redemption of Debt Securities of such series selected for redemption
under Section 13.03 and ending at the close of business on the day of such transmission, or (ii) to register, transfer or exchange
any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed
in part.


 


	Section 3.06	Mutilated, Destroyed, Lost and Stolen Debt Securities.


 


If (i) any mutilated Debt
Security or any mutilated Coupon with the Coupon Security to which it appertains (and all unmatured Coupons attached thereto) is
surrendered to the Trustee or Authenticating Agent, or (ii) the Company and the Trustee or Authenticating Agent receive evidence
to their satisfaction of the destruction, loss or theft of any Debt Security or any Coupon, and there is delivered to the Company
and the Trustee or Authenticating Agent such security or indemnity as may be required by them to save each of them and any Paying
Agent harmless, and neither the Company nor the Trustee receives notice that such Debt Security or Coupon has been acquired by
a bona fide purchaser, then the Company shall execute and upon Company Request the Trustee or Authenticating Agent shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt Security or in exchange for the Coupon
Security to which such mutilated, destroyed, lost or stolen Coupon appertained, a new Debt Security of the same series of like
Stated Maturity and with like terms and conditions and like principal amount, bearing a number not contemporaneously Outstanding,
and, in the case of a Coupon Security, with such Coupons attached thereto that neither gain nor loss in interest shall result from
such exchange or substitution.


 


In case any such mutilated,
destroyed, lost or stolen Debt Security or Coupon has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Debt Security, pay the amount due on such Debt Security or Coupon in accordance with its terms; provided,
however, that principal of (and premium, if any) and any interest on Bearer Securities shall, except as otherwise provided in Section
12.03, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated
by Section 3.01 or except as otherwise provided in this Section 3.06, any interest on Bearer Securities shall be payable only upon
presentation and surrender of the Coupons appertaining thereto.


 


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


 


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



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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 Debt Securities or Coupons.


 


	Section 3.07	Payment of Interest; Interest Rights Preserved.


 


(a)          Interest
on any Registered Security which is payable and is punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Person in whose name such Registered Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest notwithstanding the cancellation of such Registered Security upon any transfer or
exchange subsequent to the Regular Record Date. Unless otherwise specified as contemplated by Section 3.01 with respect to the
Debt Securities of any series, payment of interest on Registered Securities shall be made at the place or places specified pursuant
to Section 3.01 or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or, if provided pursuant to Section 3.01, by wire transfer to an account designated by the
Registered Holder.


 


(b)          Interest
on any Coupon Security which is payable and is punctually paid or duly provided for on any Interest Payment Date shall, except
as otherwise provided in Section 12.03, be paid to the Holder of the Coupon which has matured on such Interest Payment Date upon
surrender of such Coupon on such Interest Payment Date at an office or agency of the Company in a Place of Payment located outside
the United States specified pursuant to Section 3.01.


 


Interest on any Bearer Security
(other than a Coupon Security) which is payable and is punctually paid or duly provided for on any Interest Payment Date shall
be paid to the Holder of the Bearer Security upon presentation of such Bearer Security and notation thereon on such Interest Payment
Date at an office or agency of the Company in a Place of Payment located outside the United States specified pursuant to Section
3.01.


 


Unless otherwise specified
pursuant to Section 3.01, at the direction of the Holder of any Bearer Security or Coupon payable in Dollars, payment on such Bearer
Security or Coupon will be made by check or, if agreeable to the Trustee (or the Paying Agent specified pursuant to Section 3.01),
by wire transfer to a Dollar account maintained by such Holder outside the United States. If such payment at the offices of all
Paying Agents outside the United States becomes illegal or is effectively precluded because of the imposition of exchange controls
or similar restrictions on the full payment or receipt of such amounts in Dollars, the Company will appoint an office or agent
in the United States at which such payment may be made. Unless otherwise specified pursuant to Section 3.01, at the direction of
the Holder of any Bearer Security or Coupon payable in a Foreign Currency, payment on such Bearer Security or Coupon will be made
by a check drawn on a bank outside the United States or, if acceptable to the Trustee or such Paying Agent, by wire transfer to
an appropriate account maintained by such Holder outside the United States. Except as provided in this paragraph, no payment on
any Bearer Security or Coupon will be made by mail to an address in the United States or by wire transfer to an account in the
United States.



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


 


(1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names such Registered 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, at least 25 days prior to the date of the proposed payment,
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Registered Security and the
date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money in the Currency
or Currency Unit in which the Debt Securities of such series are payable (except as otherwise specified pursuant to Section 3.01
or 3.10) 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 date shall be not more than 20 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class
postage prepaid, to the Holders of such Registered Securities at their addresses as they appear 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 Registered
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 (2).


 


(2)           The
Company may make payment of any Defaulted Interest on Registered Securities in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Registered 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.


 


(d)          Any
Defaulted Interest payable in respect of Bearer Securities of any series shall be payable pursuant to such procedures as may be
satisfactory to the Trustee in such manner that there is no discrimination between the Holders of Registered Securities (if any)
and Bearer Securities of such series, and notice of the payment date therefor shall be given by the Trustee, in the name and at
the expense of the Company, in the manner provided in Section 1.05 not more than 20 days and not less than 10 days prior to the
date of the proposed payment.



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


 


	Section 3.08	Cancellation.


 


Unless otherwise specified
pursuant to Section 3.01 for Debt Securities of any series, all Debt Securities surrendered for payment, redemption, transfer,
exchange or credit against any sinking fund and all Coupons surrendered for payment or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee. All Registered Securities and matured Coupons so delivered shall be promptly
canceled by the Trustee. All Bearer Securities and unmatured Coupons so delivered shall be held by the Trustee and, upon instruction
by the Company Order, shall be canceled or held for reissuance. Bearer Securities and unmatured Coupons held for reissuance may
be reissued only in exchange for Bearer Securities of the same series and of like Stated Maturity and with like terms and conditions
pursuant to Section 3.05 or in replacement of mutilated, lost, stolen or destroyed Bearer Securities of the same series and of
like Stated Maturity and with like terms and conditions or the related Coupons pursuant to Section 3.06. All Bearer Securities
and unmatured Coupons held by the Trustee pending such cancellation or reissuance shall be deemed to be delivered for cancellation
for all purposes of this Indenture and the Debt Securities. The Company may at any time deliver to the Trustee for cancellation
any Debt Securities or Coupons previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and the Company may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any
Debt Securities previously authenticated hereunder which the Company has not issued, and all Debt Securities or Coupons so delivered
shall be promptly canceled by the Trustee. No Debt Securities or Coupons shall be authenticated in lieu of or in exchange for any
Debt Securities or Coupons canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled
Debt Securities and Coupons held by the Trustee shall be destroyed by the Trustee in accordance with its customary procedures and
a certificate of destruction shall be delivered to the Company upon Company Request. The acquisition of any Debt Securities or
Coupons by the Company shall not operate as a redemption or satisfaction of the indebtedness represented thereby unless and until
such Debt Securities or Coupons are surrendered to the Trustee for cancellation. In the case of any temporary Global Note which
shall be destroyed if the entire aggregate principal amount of the Debt Securities represented thereby has been exchanged, the
certificate of destruction shall state that all certificates required pursuant to Section 3.04 hereof and substantially in the
form of Exhibit B hereto, to be given by the Euroclear Operator or Clearstream, have been duly presented to the Trustee by the
Euroclear Operator or Clearstream, as the case may be. Permanent Global Notes shall not be destroyed until exchanged in full for
definitive Debt Securities or until payment thereon is made in full.


 


	Section 3.09	Computation of Interest.


 


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



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	Section 3.10	Currency of Payments in Respect of Debt Securities.


 


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


 


(b)          With
respect to Registered Securities of any series not permitting the election provided for in paragraph (c) below or the Holders of
which have not made the election provided for in paragraph (c) below, except as provided in paragraph (e) below, payment of the
principal of (and premium, if any) and any interest on any Registered Security of such series will be made in the Currency in which
such Registered Security is payable.


 


(c)          It
may be provided pursuant to Section 3.01 with respect to the Registered Securities of any series that Holders shall have the option,
subject to paragraphs (e) and (f) below, to receive payments of principal of (and premium, if any) and any interest on such Registered
Securities in any of the Currencies which may be designated for such election by delivering to the Trustee a written election,
to be in form and substance reasonably satisfactory to the Trustee, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such payments in any such Currency, such election will
remain in effect for such Holder or any transferee of such Holder until changed by such Holder or such transferee by written notice
to the Trustee (but any such change must be made not later than the close of business on the Election Date immediately preceding
the next payment date to be effective for the payment to be made on such payment date and no such change or election may be made
with respect to payments to be made on any Registered Security of such series with respect to which an Event of Default has occurred
or notice of redemption has been given by the Company pursuant to Article Thirteen). Any Holder of any such Registered Security
who shall not have delivered any such election to the Trustee by the close of business on the applicable Election Date will be
paid the amount due on the applicable payment date in the relevant Currency as provided in paragraph (b) of this Section 3.10.


 


(d)          If
the election referred to in paragraph (c) above has been provided for pursuant to Section 3.01, then not later than the fourth
Business Day after the Election Date for each payment date, the Trustee or agent appointed pursuant to Section 3.01 will deliver
to the Company a written notice specifying, in the Currency in which each series of the Registered Securities is payable, the respective
aggregate amounts of principal of (and premium, if any) and any interest on the Registered Securities to be paid on such payment
date, specifying the amounts so payable in respect of the Registered Securities as to which the Holders of Registered Securities
denominated in any Currency shall have elected to be paid in another Currency as provided in paragraph (c) above. If the election
referred to in paragraph (c) above has been provided for pursuant to Section 3.01 and if at least one Holder has made such election,
then, on the second Business Day preceding each payment date, the Company will deliver to the Trustee an Exchange Rate Officer’s
Certificate in respect of the Currency payments to be made on such payment date. The Currency amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in paragraph (c) above shall be determined by the Company on the
basis of the applicable Market Exchange Rate in effect on the third Business Day (the “Valuation Date”) immediately
preceding each payment date.



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(e)          If
a Conversion Event occurs with respect to a Foreign Currency or any other Currency Unit in which any of the Debt Securities are
denominated or payable other than pursuant to an election provided for pursuant to paragraph (c) above, then with respect to each
date for the payment of principal of (and premium, if any) and any interest on the applicable Debt Securities denominated or payable
in such Foreign Currency or such other Currency Unit occurring after the last date on which such Foreign Currency or such other
Currency Unit was used (the “Conversion Date”), the Dollar shall be the Currency of payment for use on each such payment
date. The Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holders of such
Debt Securities with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of a Currency
Unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Currency Determination Agent, in the manner
provided in paragraph (g) or (h) below.


 


(f)          If
the Holder of a Registered Security denominated in any Currency shall have elected to be paid in another Currency as provided in
paragraph (c) above, and a Conversion Event occurs with respect to such elected Currency, such Holder shall receive payment in
the Currency in which payment would have been made in the absence of such election. If a Conversion Event occurs with respect to
the Currency in which payment would have been made in the absence of such election, such Holder shall receive payment in Dollars
as provided in paragraph (e) of this Section 3.10.


 


(g)          The
“Dollar Equivalent of the Foreign Currency” shall be determined by the Currency Determination Agent, and shall be obtained
for each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation
Date.


 


(h)          The
“Dollar Equivalent of the Currency Unit” shall be determined by the Currency Determination Agent, and subject to the
provisions of paragraph (i) below, shall be the sum of each amount obtained by converting the Specified Amount of each Component
Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment.


 


(i)          
For purposes of this Section 3.10 the following terms shall have the following meanings:


 


A “Component Currency”
shall mean any Currency which, on the Conversion Date, was a component Currency of the relevant Currency Unit.



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A “Specified Amount”
of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in
the relevant Currency Unit on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is
altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in
the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single Currency, the
respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single Currency equal to the sum
of the respective Specified Amounts of such consolidated Component Currencies expressed in such single Currency, and such amount
shall thereafter be a Specified Amount and such single Currency shall thereafter be a Component Currency. If after the Conversion
Date any Component Currency shall be divided into two or more Currencies, the Specified Amount of such Component Currency shall
be replaced by amounts of such two or more Currencies with appropriate Dollar equivalents at the Market Exchange Rate on the date
of such replacement equal to the Dollar equivalent of the Specified Amount of such former Component Currency at the Market Exchange
Rate on such date, and such amounts shall thereafter be Specified Amounts and such Currencies shall thereafter be Component Currencies.
If after the Conversion Date of the relevant Currency Unit, a Conversion Event (other than any event referred to above in this
definition of “Specified Amount”) occurs with respect to any Component Currency of such Currency Unit, the Specified
Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into
Dollars at the Market Exchange Rate in effect on the Valuation Date of such Component Currency.


 


 “Election Date”
shall mean the record date with respect to any payment date, and with respect to the Maturity shall mean the record date (if within
16 or fewer days prior to the Maturity) immediately preceding the Maturity, and with respect to any series of Debt Securities whose
record date immediately preceding the Maturity is more than 16 days prior to the Maturity or any series of Debt Securities for
which no record dates are provided with respect to interest payments, shall mean the date which is 16 days prior to the Maturity.


 


(j)          
All decisions and determinations of the Currency Determination Agent, if any, regarding the Dollar Equivalent of the Foreign Currency,
the Dollar Equivalent of the Currency Unit and the Market Exchange Rate shall be in its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and irrevocably binding upon the Company and all Holders of the Debt Securities
denominated or payable in the relevant Currency. In the event of a Conversion Event with respect to a Foreign Currency, the Company,
after learning thereof, will immediately give written notice thereof to the Trustee (and the Trustee will promptly thereafter give
notice in the manner provided in Section 1.05 to the Holders) specifying the Conversion Date. In the event of a Conversion Event
with respect to any Currency Unit in which Debt Securities are denominated or payable, the Company, after learning thereof, will
immediately give written notice thereof to the Trustee (and the Trustee will promptly thereafter give written notice in the manner
provided in Section 1.05 to the Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on
the Conversion Date. In the event of any subsequent change in any Component Currency as set forth in the definition of Specified
Amount above, the Company, after learning thereof, will similarly give written notice to the Trustee. The Trustee shall be fully
justified and protected in relying and acting upon information received by it from the Company and the Currency Determination Agent,
if any and may, notwithstanding any other provision of this Indenture, conclusively assume that no Conversion Event or other event
of which it is entitled to notice hereunder has occurred unless it receives written notice thereof as provided herein, and shall
not otherwise have any duty or obligation to determine such information independently.



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(k)          For
purposes of any provision of this Indenture where the Holders of Outstanding Debt Securities may perform an Act which requires
that a specified percentage of the Outstanding Debt Securities of all series perform such Act and for purposes of any decision
or determination by the Trustee of amounts due and unpaid for the principal (and premium, if any) and interest on the Debt Securities
of all series in respect of which moneys are to be disbursed ratably, the principal of (and premium, if any) and interest on the
Outstanding Debt Securities denominated in a Foreign Currency will be the amount in Dollars based upon the Market Exchange Rate
for Debt Securities of such series, as of the date for determining whether the Holders entitled to perform such Act have performed
it, or as of the Business Day immediately prior to the date of such decision or determination by the Trustee, as the case may be.


 


	Section 3.11	Judgments.


 


If for the purpose of obtaining
a judgment in any court with respect to any obligation of the Company hereunder or under any Debt Security, it shall become necessary
to convert into any other Currency any amount in the Currency due hereunder or under such Debt Security, then such conversion shall
be made at the Market Exchange Rate as in effect on the date the Company shall make payment to any Person in satisfaction of such
judgment. If pursuant to any such judgment, conversion shall be made on a date other than the date payment is made and there shall
occur a change between such Market Exchange Rate and the Market Exchange Rate as in effect on the date of payment, the Company
agrees to pay such additional amounts (if any) as may be necessary to ensure that the amount paid is equal to the amount in such
other Currency which, when converted at the Market Exchange Rate as in effect on the date of payment or distribution, is the amount
then due hereunder or under such Debt Security. Any amount due from the Company under this Section 3.11 shall be due as a separate
debt and is not to be affected by or merged into any judgment being obtained for any other sums due hereunder or in respect of
any Debt Security. In no event, however, shall the Company be required to pay more in the Currency or Currency Unit due hereunder
or under such Debt Security at the Market Exchange Rate as in effect when payment is made than the amount of Currency stated to
be due hereunder or under such Debt Security so that in any event the Company’s obligations hereunder or under such Debt
Security will be effectively maintained as obligations in such Currency, and the Company shall be entitled to withhold (or be reimbursed
for, as the case may be) any excess of the amount actually realized upon any such conversion over the amount due and payable on
the date of payment or distribution.


 


	Section 3.12	Exchange Upon Default.


 


If default is made in the
payments referred to in Section 12.01, the Company hereby undertakes that upon presentation and surrender of a permanent Global
Note to the Trustee (or to any other Person or at any other address as the Company may designate in writing), on any Business Day
on or after the maturity date thereof the Company will issue and, upon receipt of a Company Order, the Trustee will authenticate
and deliver to the bearer of such permanent Global Note duly executed and authenticated definitive Debt Securities with the same
issue date and maturity date as set out in such permanent Global Note.


 


	Section 3.13	CUSIP Numbers.


 


The Company in issuing the
Debt Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.



    	37



    	 



    

ARTICLE IV




 


SATISFACTION AND DISCHARGE


 


	Section 4.01	Satisfaction and Discharge of Indenture.


 


This Indenture, with respect
to the Debt Securities of any series (if all series issued under this Indenture are not to be affected), shall, upon Company Request,
cease to be of further effect (except as to any surviving rights of registration of transfer or exchange or conversion of such
Debt Securities herein expressly provided for or expressly provided in the terms of the Debt Securities of such series pursuant
to Section 3.01, and rights to receive payments of principal (and premium, if any) and interest on such Debt Securities) and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture,
when


 


(1)          either


 


(A)           all
Debt Securities and the Coupons, if any, of such series theretofore authenticated and delivered (other than (i) Debt Securities
and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section
3.06, (ii) Coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived under Section 3.05, (iii) Coupons appertaining to Bearer Securities
called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 13.06,
and (iv) Debt Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 12.04)
have been delivered to the Trustee for cancellation; or


 


(B)           all
Debt Securities and the Coupons, if any, of such series not theretofore delivered to the Trustee for cancellation,


 


	 	(i)	have become due and payable, or


 


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


 


	 	(iii)	are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice by the Trustee in the name, and at the expense, of the Company,



    	38



    	 



    

and the Company,
in the case of (i), (ii) or (iii) of this subclause (B), has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for such purpose an amount in the Currency in which such Debt Securities are denominated (except as otherwise
provided pursuant to Section 3.01 or 3.10) sufficient to pay and discharge the entire indebtedness on such Debt Securities for
principal (and premium, if any) and interest to the date of such deposit (in the case of Debt Securities which have become due
and payable) or to the Stated Maturity or Redemption Date, as the case may be; provided, however, in the event a petition for relief
under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency
or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return
the deposited money to the Company, the obligations of the Company under this Indenture with respect to such Debt Securities shall
not be deemed terminated or discharged;


 


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


 


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


 


(4)          the
Company has delivered to the Trustee an Opinion of Counsel or a ruling by the Internal Revenue Service to the effect that such
deposit and discharge will not cause Holders of the Debt Securities of the series to recognize income, gain or loss for Federal
income tax purposes.


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee
to any Authenticating Agent under Section 6.14, the obligations of the Company under Section 12.01, and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section
4.02 and the last paragraph of Section 12.04, shall survive. If, after the deposit referred to in subclause (B) of clause 1 of
this Section has been made, (x) the Holder of a Debt Security is entitled to, and does, elect pursuant to Section 3.10(c), to receive
payment in a Currency other than that in which such deposit was made, or (y) if a Conversion Event occurs with respect to the Currency
in which such deposit was made or elected to be received by the Holder pursuant to Section 3.10(c), then the indebtedness represented
by such Debt Security shall be fully discharged to the extent that such deposit made with respect to such Debt Security shall be
converted into the Currency in which such payment is made.


 


	Section 4.02	Application of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 12.04, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Debt Securities and Coupons, if any, and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited
with the Trustee.



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ARTICLE V


 


REMEDIES


 


	Section 5.01	Events of Default.


 


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


 


(1)            the
entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary
case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency
or other similar law, or a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or
State law, or appointing a receiver, liquidator, assignee, custodian, 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 60 consecutive days; or


 


(2)            the
commencement by the Company of a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, or the consent by it to the entry of an order for relief
in an involuntary case under any such law or to the appointment of a receiver, liquidator, assignee, custodian, 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 its 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


 


(3)            any
other Event of Default provided with respect to Debt Securities of that series pursuant to Section 3.01.


 


	Section 5.02	Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default with
respect to Debt Securities of any series at that time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of such series may declare the principal
amount (or, if any Debt Securities of such series are Discount Securities, such portion of the principal amount of such Discount
Securities as may be specified in the terms of such Discount Securities) of all the Debt Securities of such series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount), plus accrued and unpaid interest (and premium, if any), shall become immediately due
and payable. Upon payment of such amount in the Currency in which such Debt Securities are denominated (except as otherwise provided
pursuant to Section 3.01 or 3.10), all obligations of the Company in respect of the payment of principal of the Debt Securities
of such series shall terminate.



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


 


(1)          the
Company has paid or deposited with the Trustee a sum in the Currency in which such Debt Securities are denominated (except as otherwise
provided pursuant to Section 3.01 or 3.10) sufficient to pay


 


(A)          all
overdue installments of interest on all Debt Securities or all overdue payments with respect to any Coupons of such series,


 


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


 


(C)           to
the extent that payment of such interest is lawful, interest upon overdue installments of interest on each Debt Security of such
series or upon overdue payments on any Coupons of such series at the Overdue Rate, and


 


(D)          all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; provided, however, that all sums payable under this clause (D) shall be paid in Dollars; and


 


(2)          All
Events of Default with respect to Debt Securities of such series, other than the nonpayment of the principal of Debt Securities
of such series which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section
5.13.


 


No such rescission and annulment
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


 


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


 


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



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(3)          default
is made in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due pursuant to
the terms of the Debt Securities of any series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities or of such Coupons, (i) the amount then due and payable on such Debt Securities or matured Coupons
for the principal (and premium, if any) and interest, if any, (ii) to the extent that payment of such interest shall be legally
enforceable, interest upon the overdue principal (and premium, if any) and upon overdue installments of interest, at the Overdue
Rate, and (iii) thereafter, 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.


 


If the Company fails to
pay such amount 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 such Debt Securities and Coupons, and collect the moneys adjudged
or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Debt Securities
and Coupons wherever situated.


 


If any default in the payments
referred to in Section 12.01 or Event of Default with respect to Debt Securities of any series occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Debt Securities and Coupons 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
proceedings, or any voluntary or involuntary case under the applicable Federal or State bankruptcy, insolvency or similar law,
as now or hereafter constituted, relative to the Company or any other obligor upon the Debt Securities and Coupons, if any, of
a particular series or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether
the principal of such Debt Securities shall then be due and payable as therein expressed or by declaration of acceleration or otherwise
and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(i)           to
file and prove a claim for the whole amount of principal (or, if the Debt Securities of such series are Discount Securities, such
portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with
Section 5.02) (and premium, if any) and interest owing and unpaid in respect of the Debt Securities and Coupons of such series
and to file such other papers or documents and take such other actions, including participating as a member, voting or otherwise,
of any committee of creditors appointed in the matter, as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel)
and of the Holders of such Debt Securities and Coupons allowed in such judicial proceeding, and



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


 


and any receiver, assignee,
trustee, custodian, liquidator, sequestrator (or other similar official) in any such proceeding is hereby authorized by each such
Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly
to such Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


 


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


 


	Section 5.05	Trustee May Enforce Claims Without Possession of Debt Securities.


 


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


 


	Section 5.06	Application of Money Collected.


 


Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal (and premium, if any) or interest, upon presentation of the Debt Securities
or Coupons of any series in respect of which money has been collected 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.


 


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



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THIRD: Subject to Article
Sixteen, the balance, if any, to the Person or Persons entitled thereto.


 


	Section 5.07	Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended
that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such Holders or of the Holders of Outstanding Debt Securities
or Coupons of any other series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.
For the protection and enforcement of the provisions of this Section 5.07, each and every Holder of Debt Securities or Coupons
of any series and the Trustee for such series shall be entitled to such relief as can be given at law or in equity.


 


	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Debt Security or of any Coupon shall have the right, which is absolute and unconditional,
to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) interest on such Debt Security or Coupon
on the respective Stated Maturity or Maturities expressed in such Debt Security or Coupon (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment and interest thereon, and such right shall not be
impaired without the consent of such Holder.



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	Section 5.09	Restoration of Rights and Remedies.


 


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


 


	Section 5.10	Rights and Remedies Cumulative.


 


Except as otherwise expressly
provided elsewhere in this Indenture, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


	Section 5.11	Delay or Omission Not Waiver.


 


No delay or omission of
the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default or default in the payments referred
to in Section 12.01 shall impair any such right or remedy or constitute a waiver of any such Event of Default or default or any
acquiescence therein. Every right and remedy given by this Indenture or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


	Section 5.12	Control by Holders.


 


The Holders of a majority
in principal amount of the Outstanding Debt 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 Debt Securities of such series, provided, that


 


(1)          such
direction shall not be in conflict with any rule of law or with this Indenture;


 


(2)          subject
to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceeding so directed would be
unjustly prejudicial to the Holders of Debt Securities of such series not joining in any such direction;


 


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


 


(4)          this
provision shall not affect the rights of the Trustee set forth in Section 6.01(c)(4).



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	Section 5.13	Waiver of Past Defaults.


 


The Holders of not less
than a majority in principal amount of the Outstanding Debt Securities of any series may on behalf of the Holders of all the Debt
Securities of any such series waive, by notice to the Trustee and the Company, any past default or Event of Default hereunder with
respect to such series and its consequences, except a default


 


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


 


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


 


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 the Debt Securities of such series under this Indenture, but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.


 


	Section 5.14	Undertaking for Costs.


 


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


 


	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 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.



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ARTICLE VI


 


THE TRUSTEE


 


	Section 6.01	Certain Duties and Responsibilities.


 


(a)           Except
during the continuance of a default in the payments referred to in Section 12.01 or an Event of Default with respect to the Debt
Securities of any series,


 


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


 


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


 


(b)           In
case a default in the payments referred to in Section 12.01 or an Event of Default with respect to Debt Securities of any series
has occurred and is continuing, the Trustee shall, with respect to the Debt Securities of such series, exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.


 


(c)           Subject
to Section 6.04, 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


 


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


 


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


 


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


 


(4)           the
Trustee shall not be required 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; and


 



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(5)           the
Trustee shall not be charged with knowledge of any default or Event of Default or any other act or circumstance upon the occurrence
of which the Trustee may be required to take action unless a Responsible Officer of the Trustee obtains actual knowledge of such
default, Event of Default, act or circumstance or unless written notice referencing this Indenture or the Debt Securities is received
by the Trustee at the Corporate Trust Office.


 


(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 the
occurrence of any default hereunder with respect to Debt Securities or Coupons, if any, of any series, the Trustee shall give notice
to all Holders of Debt Securities and Coupons of such series of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Debt Security or Coupon of such series or in the payment of any sinking fund installment with
respect to Debt 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 interest of the Holders of Debt Securities and of Coupons of such series.
For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Debt Securities of such series.


 


Notice given pursuant to
this Section 6.02 with respect to Registered Securities shall be transmitted by mail:


 


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


 


(2)           to
such Holders of Bearer Securities of any series as have within two years preceding such transmission, filed their names and addresses
with the Trustee for such series for that purpose;


 


(3)           to
each Holder of a Debt Security of any series whose name and address appear in the information preserved at the time by the Trustee
in accordance with Section 7.02(a) of this Indenture; and


 


(4)           to
the Company.


 


Notice given pursuant to
this Section 6.02 with respect to Bearer Securities shall be transmitted in the manner set forth in Section 1.05.


 



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	Section 6.03	Certain Rights of Trustee.


 


Except as otherwise provided
in Section 6.01:


 


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


 


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


 


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


 


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


 


(f)           the
Trustee shall be under no obligation to act as Authenticating Agent, Registrar, Paying Agent, Transfer Agent or as any other agent
with respect to Foreign Currency Debt Securities or Bearer or Coupon Debt Securities;


 


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


 


(h)           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 (including any
agent appointed pursuant to Section 3.10(j)) or attorney appointed with due care by it hereunder.


 



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	Section 6.04	Not Responsible for Recitals or Issuance of Debt Securities.


 


The recitals contained herein
and in the Debt Securities, except the Trustee’s 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 Debt Securities or Coupons, if any, of any series. The Trustee shall not be accountable
for the use or application by the Company of any Debt Securities or the proceeds thereof. The Trustee assumes no responsibility
for the accuracy of any statements in any registration statement relating to the Debt Securities.


 


	Section 6.05	May Hold Debt Securities.


 


The Trustee, any Paying
Agent, the Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner
or pledgee of Debt Securities or Coupons, and, subject to Sections 6.08 and 6.13, 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 in any Currency held
by the Trustee or any Paying Agent in trust hereunder need not be segregated from other funds except to the extent required by
law. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any money received by it hereunder except
as otherwise agreed with the Company.


 


	Section 6.07	Compensation and Reimbursement.


 


The Company agrees:


 


(1)           to
pay in Dollars to the Trustee from time to time such compensation in Dollars as the Company and the Trustee shall from time to
time agree in writing 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);


 


(2)           except
as otherwise expressly provided herein, to reimburse the Trustee in Dollars upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in connection with the administration of the trusts herein set forth (including the
reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or bad faith; and


 


(3)           to
indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability, damage, claims, actions, suits, costs
or expense, including taxes (other than taxes based upon, measured by or determined by income of the Trustee), of any kind and
nature whatsoever incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of this trust or performance of its duties hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.


 



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As security for the performance
of the obligations of the Company under this Section and in addition to its rights under Section 5.06, the Trustee shall have a
claim prior to the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of amounts due on particular Debt Securities and Coupons. The fees and expenses incurred by
the Trustee in connection with any bankruptcy of the Company shall constitute fees and expenses of administration; provided, however,
that this shall not affect the Trustee’s rights as set forth in the preceding sentence or Section 5.06.


 


	Section 6.08	Disqualification; Conflicting Interests.


 


(a)           If
the Trustee has or shall acquire any conflicting interest, as defined in this Section with respect to the Debt Securities of any
series, then, within 90 days after ascertaining that it has such conflicting interest, and if the default (as hereinafter defined)
to which such conflicting interest relates has not been cured or duly waived or otherwise eliminated before the end of such 90
day period, the Trustee shall either eliminate such conflicting interest or, except as otherwise provided below, resign with respect
to the Debt Securities of such series, and the Company shall take prompt steps to have a successor appointed, in the manner and
with the effect hereinafter specified in this Article.


 


(b)           In
the event that the Trustee shall fail to comply with the provisions of subsection (a) of this Section with respect to the Debt
Securities of any series, the Trustee shall, within 10 days after the expiration of such 90 day period, transmit to all Holders
of Debt Securities of such series notice of such failure.


 


Notice given pursuant to
this Section 6.08(b) with respect to Registered Securities shall be transmitted by mail:


 


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


 


(2)           to
such Holders of Bearer Securities of any series as have, within two years preceding such transmission, filed their names and addresses
with the Trustee for such series for that purpose;


 


(3)           to
each Holder of a Debt Security of any series whose name and address appear in the information preserved at the time by the Trustee
in accordance with Section 7.02(a) of this Indenture; and


 


(4)           to
the Company.


 


Notice given pursuant to
this Section 6.08(b) with respect to Bearer Securities shall be transmitted in the manner set forth in Section 1.05.


 


(c)           For
the purposes of this Section, the Trustee shall be deemed to have a conflicting interest with respect to the Debt Securities of
any series, if there shall exist an Event of Default (as such term is defined herein, but exclusive of any period of grace or requirement
of notice) or a default in the payments referred to in Section 12.01 with respect to such Debt Securities and


 



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


 


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


 


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


 


(2)           the
Trustee or any of its directors or executive officers is an underwriter for the Company;


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 



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(10)         except
under the circumstances described in paragraph (1), (3), (4), (5) or (6) of Section 6.13(b) of this Indenture, the Trustee shall
be or shall become a creditor of the Company.


 


For the purposes of paragraph
(1) of this subsection, the term “series of securities” or “series” means a series, class or group of securities
issuable under an indenture pursuant to whose terms holders of one such series may vote to direct the Trustee, or otherwise take
action pursuant to a vote of such holders, separately from holders of another series; provided, that “series of securities”
or “series” shall not include any series of securities issuable under an indenture if all such series rank equally
and are wholly unsecured.


 


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


 


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


 


(d)          For
the purposes of this Section:


 


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


 



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


 


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


 


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


 


(5)  The term
“Company” means any obligor upon the Debt Securities of any series.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


(f)           Except
in the case of a default in the payment of the principal of or interest on any Debt Security of any series, or in the payment of
any sinking or purchase fund installment, the Trustee shall not be required to resign as provided by this Section if the Trustee
shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon, that:


 


(1)           the
Event of Default or default in the payments referred to in Section 12.01 may be cured or waived during a reasonable period and
under the procedures described in such application; and


 


(2)           a
stay of the Trustee’s duty to resign will not be inconsistent with the interests of Holders of the Debt Securities.


 


The filing of such an application
shall automatically stay the performance of the duty to resign until the Commission orders otherwise.


 


	Section 6.09	Corporate Trustee Required; Eligibility.


 


There shall at all times
be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, subject to supervision or examination by Federal, State or District of Columbia authority
and eligible to act as Trustee hereunder in compliance with Section 310(a)(1) of the Trust Indenture Act. 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. Neither the Company nor any person directly
or indirectly controlling, controlled by, or under common control with the Company shall serve as Trustee upon any Debt Securities.


 



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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 at any time with respect to the Debt Securities of one or more series by giving 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 with respect to the Debt Securities of such series.


 


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


 


(d)           If
at any time:


 


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


 


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


 


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


 



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(e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Debt Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Debt Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Debt Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Debt Securities of any particular series) and shall comply with the applicable requirements
of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Debt 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 the Debt Securities of such
series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the
Debt Securities of any series shall have been so appointed by the Company or the Holders of such series and accepted appointment
in the manner hereinafter provided, any the resigning Trustee or Holder who has been a bona fide Holder of a Debt Security of such
series for at least six months may, subject to Section 5.14, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series.


 


(f)           The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Debt Securities of any series
and each appointment of a successor Trustee with respect to the Debt Securities of any series in the manner and to the extent provided
in Section 1.05 to the Holders of Debt Securities of such series. Each notice shall include the name of the successor Trustee with
respect to the Debt Securities of such series and the address of its corporate trust office.


 


	Section 6.11	Acceptance of Appointment by Successor.


 


(a)           In
the case of an appointment hereunder of a successor Trustee with respect to all Debt Securities, each such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee, but,
on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly
assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.07.


 



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(b)           In
case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the Debt Securities of one or more series shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series to which the appointment
of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Debt Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debt Securities of that or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in any 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 other trust or trusts hereunder administered by any
other such Trustee; and upon the execution and delivery of any 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 Debt
Securities of that or those series to which the appointment of such successor Trustee relates, but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debt Securities of that or those series to which the appointment
of such successor Trustee relates.


 


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


 


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


 


	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 Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the
Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Debt Securities.
In case any Debt Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate
and deliver such Debt Securities, in either its own name or that of its predecessor Trustee, with the full force and effect which
this Indenture provides for the certificate of authentication of the Trustee.


 


	Section 6.13	Preferential Collection of Claims Against Company.


 


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


 



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(1)           an
amount equal to any and all reductions in the amount due and owing upon any claim as such creditor in respect of principal or interest,
effected after the beginning of such three-month period and valid as against the Company and its other creditors, except any such
reduction resulting from the receipt or disposition of any property described in paragraph (2) of this subsection, or from the
exercise of any right of set-off which the Trustee could have exercised if a voluntary or involuntary case had been commenced in
respect of the Company under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law upon the date of such default; and


 


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


 


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


 


(A)          to
retain for its own account (i) payments made on account of any such claim by any Person (other than the Company) who is liable
thereon, and (ii) the proceeds of the bona fide sale of any such claim by the Trustee to a third Person, and (iii) distributions
made in cash, securities or other property in respect of claims filed against the Company in bankruptcy or receivership or in proceedings
or reorganization pursuant to the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or
State bankruptcy, insolvency or other similar law;


 


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


 


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


 


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


 



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


 


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


 


Any Trustee which has resigned
or been removed after the beginning of such three-month period shall be subject to the provisions of this subsection as though
such resignation or removal had not occurred. If any Trustee has resigned or been removed prior to the beginning of such three-month
period, it shall be subject to the provisions of this subsection if and only if the following conditions exist:


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)           For
the purposes of this Section only:


 


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


 


(2)           The
term “other indenture securities” means securities upon which the Company is an obligor outstanding under any other
indenture (i) under which the Trustee is also trustee, (ii) which contains provisions substantially similar to the provisions of
this Section, and (iii) under which a default exists at the time of the apportionment of the funds and property held in such special
account.


 



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


 


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


 


(5)           The
term “Company” means any obligor upon the Debt Securities.


 


	Section 6.14	Appointment of Authenticating Agent.


 


As long as any Debt Securities
of a series remain Outstanding, upon a Company Request, there shall be an authenticating agent (the “Authenticating Agent”)
appointed, for such period as the Company shall elect, by the Trustee for such series of Debt Securities to act as its agent on
its behalf and subject to its direction in connection with the authentication and delivery of each series of Debt Securities for
which it is serving as Trustee. Debt Securities of each such series authenticated by such Authenticating Agent shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by such Trustee. Wherever
reference is made in this Indenture to the authentication and delivery of Debt Securities of any series by the Trustee for such
series or to the Trustee’s Certificate of Authentication, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee for such series by an Authenticating Agent for such series and a Certificate of Authentication executed
on behalf of such Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a corporation organized
and doing business under the laws of the United States of America or of any State thereof, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $5,000,000 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 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
any 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 any Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the Authenticating Agent with respect to all series of Debt Securities
for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the
Trustee for such series or such Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the applicable Trustee and to the Company.


 



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Upon receiving such a notice
of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section 6.14 with respect to one or more or all series of Debt Securities, the Trustee for such series
shall upon Company Request appoint a successor Authenticating Agent, and the Company shall provide notice of such appointment to
all Holders of Debt Securities of such series in the manner and to the extent provided in Section 1.05. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. The Trustee for the Debt Securities
of such series agrees to pay to the Authenticating Agent for such series from time to time reasonable compensation for its services,
and the Trustee shall be entitled to be reimbursed for such payment, subject to the provisions of Section 6.07. The Authenticating
Agent for the Debt Securities of any series shall have no responsibility or liability for any action taken by it as such in good
faith and without negligence at the direction of the Trustee for such series.


 


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


 


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


 


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


 


ARTICLE VII


 


HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND COMPANY


 


	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders.


 


The Company will furnish
or cause to be furnished to the Trustee with respect to Registered Securities of each series for which it acts as Trustee:


 



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(a)           semi-annually
on a date not more than 15 days after each Regular Record Date with respect to an Interest Payment Date, if any, for the Registered
Securities of such series (or on semiannual dates in each year to be determined pursuant to Section 3.01 if the Registered Securities
of such series do not bear interest), a list, in such form as the Trustee may reasonably require, of the names and addresses of
the Registered Holders as of the date 15 days next preceding each such Regular Record Date (or such semiannual dates, as the case
may be); and


 


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


 


provided, however, that if
and so long as the Trustee shall be the Security Registrar for such series, no such list need be furnished.


 


The Company shall also be
required to furnish to the Trustee at all such times set forth above all information in the possession or control of the Company
or any of its Paying Agents other than the Trustee as to the names and addresses of the Holders of Bearer Securities of all series;
provided, however, that the Company shall have no obligation to investigate any matter relating to any Holders of Bearer Securities
of any series.


 


	Section 7.02	Preservation of Information; Communication to Holders.


 


(a)          The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in Section 7.01 received by it in the capacity of Paying
Agent (if so acting) hereunder, and filed with it within the two preceding years pursuant to Section 7.03(c)(2).


 


The Trustee may destroy
any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished, destroy any information received
by it as Paying Agent (if so acting) hereunder upon delivering to itself as Trustee, not earlier than 45 days after an Interest
Payment Date, a list containing the names and addresses of the Holders obtained from such information since the delivery of the
next previous list, if any, destroy any list delivered to itself as Trustee which was compiled from information received by it
as Paying Agent (if so acting) hereunder upon the receipt of a new list so delivered, and destroy not earlier than two years after
filing, any information filed with it pursuant to Section 7.03(c)(2).


 


(b)          If
three or more Holders (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 Debt Security 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 Debt Securities
of a particular series (in which case the applicants must hold Debt Securities of such series) or with all Holders of Debt Securities
with respect to their rights under this Indenture or under the Debt 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


 



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(ii)           inform
such applicants as to the approximate number of Holders of Debt Securities of such series or of all Debt 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 Holders the form of proxy or other communication, specified in such application.


 


If the Trustee shall elect
not to afford such applicants access to such information, the Trustee shall, upon written request of such applicants, mail to the
Holders of Debt Securities of such series or all Holders, 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 Debt Securities
of such series or all Holders, as the case may be, or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if after the entry of an order sustaining one or more
of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders 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 Debt 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 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 of any material pursuant to a request made under Section 7.02(b).


 


	Section 7.03	Reports by Trustee.


 


(a)          Within
60 days after _____ ___of each year, commencing _____ __, 20___, the Trustee shall, to the extent required by the Trust Indenture
Act, transmit to all Holders of Debt Securities of any series with respect to which it acts as Trustee, in the manner hereinafter
provided in this Section 7.03, a brief report dated as of such date with respect to any of the following events which may have
occurred within the previous 12 months (but if no such event has occurred within such period no report need be transmitted):


 


(1)           any
change to its eligibility under Section 6.09 and its qualifications under Section 6.08;


 


(2)           the
creation of or any material change to a relationship specified in paragraph (1) through (10) of Section 6.08(c) of this Indenture;


 



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(3)           the
character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such report, and for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Debt Securities of such series, on any property or funds held or collected by it as
Trustee, except that the Trustee shall not be required (but may elect) to report such advances if such advances so remaining unpaid
aggregate not more than 1/2 of 1% of the principal amount of the Outstanding Debt Securities of such series on the date of such
report;


 


(4)           any
change to the amount, interest rate and maturity date of all other indebtedness owing by the Company (or any other obligor on the
Debt Securities of such series) to the Trustee in its individual capacity, on the date of such report, with a brief description
of any property held as collateral security therefor, except an indebtedness based upon a creditor relationship arising in any
manner described in Section 6.13(b)(2), (3), (4) or (6);


 


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


 


(6)           any
additional issue of Debt Securities which the Trustee has not previously reported; and


 


(7)           any
action taken by the Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion
materially affects the Debt Securities of such series, except action in respect of a default, notice of which has been or is to
be withheld by the Trustee in accordance with Section 6.02.


 


(b)          The
Trustee shall transmit by mail to all Holders of Debt Securities of any series (whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.02 (a)) for which it acts as the Trustee, as hereinafter provided,
a brief report with respect to the character and amount of any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of the last report transmitted pursuant to subsection
(a) of this Section (or if no such report has yet been so transmitted, since the date of execution of this Indenture) for the reimbursement
of which it claims or may claim a lien or charge, prior to that of the Debt Securities of such series, on property or funds held
or collected by it as Trustee, and which it has not previously reported pursuant to this subsection, except that the Trustee for
each series shall not be required (but may elect) to report such advances if such advances remaining unpaid at any time aggregate
10% or less of the principal amount of the Debt Securities of such series Outstanding at such time, such report to be transmitted
within 90 days after such time.


 


(c)          Reports
pursuant to this Section 7.03 with respect to Registered Securities shall be transmitted by mail:


 


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


 



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(2)           to
such Holders of Bearer Securities of any series as have, within two years preceding such transmission, filed their names and addresses
with the Trustee for such series for that purpose; and


 


(3)           except
in the cases of reports pursuant to subsection (b) of this Section 7.03, to each Holder of a Debt Security of any series whose
name and address appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a).


 


Reports pursuant to this
Section 7.03 with respect to Bearer Securities shall be published in accordance with Section 1.05.


 


(d)           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 Debt Securities of such series are listed, with the Commission and also with the Company. The Company will notify the
Trustee when any series of Debt Securities are listed on any stock exchange.


 


	Section 7.04	Reports by Company.


 


The Company will:


 


(1)           file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; 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, as amended, in respect
of a security listed and registered on a national securities exchange as may be required from time to time in such rules and regulations;


 


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


 


(3)           transmit
to all Holders of Debt Securities, in the manner and to the extent provided in Section 7.03, within 30 days after the filing thereof
with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs
(1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.


 



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ARTICLE VIII


 


CONCERNING THE HOLDERS


 


	Section 8.01	Acts of Holders.


 


Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or proxy
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Company. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Whenever in this Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount of the Outstanding Debt Securities of any series may take any Act, the fact that the Holders of such
specified percentage have joined therein may be evidenced (a) by the instrument or instruments executed by Holders in person or
by agent or proxy appointed in writing, or (b) by the record of Holders voting in favor thereof at any meeting of such Holders
duly called and held in accordance with the provisions of Article Nine, or (c) by a combination of such instrument or instruments
and any such record of such a meeting of Holders.


 


	Section 8.02	Proof of Ownership; Proof of Execution of Instruments by Holder.


 


The ownership of Registered
Securities of any series shall be proved by the Security Register for such series or by a certificate of the Security Registrar
for such series.


 


The ownership of Bearer
Securities shall be proved by production of such Bearer Securities or by a certificate executed by any bank or trust company, which
certificate shall be dated and shall state that on the date thereof a Bearer Security bearing a specified identifying number or
other mark was deposited with or exhibited to the person executing such certificate by the person named in such certificate, or
by any other proof of possession reasonably satisfactory to the Trustee. The holding by the person named in any such certificate
of any Bearer Security specified therein shall be presumed to continue for a period of one year unless at the time of determination
of such holding (1) another certificate bearing a later date issued in respect of the same Bearer Security shall be produced, (2)
such Bearer Security shall be produced by some other person, (3) such Bearer Security shall have been registered on the Security
Register, if, pursuant to Section 3.01, such Bearer Security can be so registered, or (4) such Bearer Security shall have been
canceled or paid.


 


Subject to the provisions
of Sections 6.01, 6.03 and 9.05, proof of the execution of a writing appointing an agent or proxy and of the execution of any instrument
by a Holder or his agent or proxy shall be sufficient and conclusive in favor of the Trustee and the Company if made in the following
manner:


 



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The fact and date of the
execution by any such person of any instrument may be proved by the certificate of any notary public, or other officer authorized
to take acknowledgments of deeds, that the person executing such instrument acknowledged to him the execution thereof, or by an
affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by an officer
of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, as the
case may be, or by any other person acting in a representative capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority.


 


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


 


The Trustee may in any instance
require further proof with respect to any of the matters referred to in this Section so long as the request is a reasonable one.


 


	Section 8.03	Persons Deemed Owners.


 


The Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name any Registered Security is registered as the owner
of such Registered Security for the purpose of receiving payment of the principal of (and premium, if any) and (subject to Section
3.07) interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not such Registered 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. The Company, the Trustee, and any agent of the Company or the Trustee may treat the Holder of any Bearer Security or
of any Coupon as the absolute owner of such Bearer Security or Coupon for the purposes of receiving payment thereof or on account
thereof and for all other purposes whatsoever, whether or not such Bearer Security or Coupon 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. All payments made to any Holder,
or upon his order, shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and discharge the liability
for moneys payable upon such Debt Security or Coupon.


 


	Section 8.04	Revocation of Consents; Future Holders Bound.


 


At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any Act by the Holders of the percentage
in aggregate principal amount of the Outstanding Debt Securities specified in this Indenture in connection with such Act, any Holder
of a Debt Security the number, letter or other distinguishing symbol of which is shown by the evidence to be included in the Debt
Securities the Holders of which have consented to such Act may, by filing written notice with the Trustee at the Corporate Trust
Office and upon proof of ownership as provided in Section 8.02, revoke such Act so far as it concerns such Debt Security. Except
as aforesaid, any such Act taken by the Holder of any Debt Security shall be conclusive and binding upon such Holder and, subject
to the provisions of Section 5.08, upon all future Holders of such Debt Security and all past, present and future Holders of Coupons,
if any, appertaining thereto and of any Debt Securities and Coupons issued on transfer or in lieu thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made upon such Debt Security or Coupons or such other
Debt Securities or Coupons.


 



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ARTICLE IX


 


HOLDERS’ MEETINGS


 


	Section 9.01	Purposes of Meetings.


 


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


 


(1)           to
give any notice to the Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or
to consent to the waiving of any default or Event of Default hereunder and its consequences, or to take any other action authorized
to be taken by Holders pursuant to any of the provisions of Article Five;


 


(2)           to
remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article Six;


 


(3)           to
consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 11.02; or


 


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


 


	Section 9.02	Call of Meetings by Trustee.


 


The Trustee for any series
may at any time call a meeting of Holders of such series to take any action specified in Section 9.01, to be held at such time
or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of
any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting,
shall be given to Holders of such series in the manner and to the extent provided in Section 1.05. Such notice shall be given not
less than 20 days nor more than 90 days prior to the date fixed for the meeting.


 


	Section 9.03	Call of Meetings by Company or Holders.


 


In case at any time the
Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Outstanding Debt Securities
of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders
of any or all such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting,
and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company
or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any
action authorized in Section 9.01, by giving notice thereof as provided in Section 9.02.


 



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	Section 9.04	Qualifications for Voting.


 


To be entitled to vote at
any meeting of Holders a Person shall be (a) a Holder of a Debt Security of the series with respect to which such meeting is being
held or (b) a Person appointed by an instrument in writing as agent or proxy by such Holder. The only Persons who shall be entitled
to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and
any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives
of the Company and its counsel.


 


	Section 9.05	Regulations.


 


Notwithstanding any other
provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any
meeting of Holders of such series, in regard to proof of the holding of Debt Securities of such series and of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.


 


The Trustee shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or
by Holders of such series as provided in Section 9.03, in which case the Company or the Holders calling the meeting, as the case
may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall
be elected by a majority vote of the meeting.


 


Subject to the provisos
in the definition of “Outstanding,” at any meeting each Holder of a Debt Security of the series with respect to which
such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount (or such other amount
as shall be specified as contemplated by Section 3.01) of Debt Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Outstanding Debt Securities of such series held by him or instruments in writing duly designating him as the person
to vote on behalf of Holders of Debt Securities of such series. Any meeting of Holders with respect to which a meeting was duly
called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to time by a majority of such Holders present
and the meeting may be held as so adjourned without further notice.


 


	Section 9.06	Voting.


 


The vote upon any resolution
submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall
be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Debt
Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting
of Holders shall be taken and there shall be attached to said record the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice
of the meeting and showing that said notice was transmitted as provided in Section 9.02. The record shall show the serial numbers
of the Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits
of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other
to the Trustee to be preserved by the Trustee.


 



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


 


	Section 9.07	No Delay of Rights by Meeting.


 


Nothing contained in this
Article Nine shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly
or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon
or reserved to the Trustee or to any Holder under any of the provisions of this Indenture or of the Debt Securities of any series.


 


ARTICLE X




 


CONSOLIDATION, MERGER,
CONVEYANCE,


TRANSFER OR LEASE


 


	Section 10.01	Company May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not consolidate
with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person,
and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease all or substantially
all of its properties and assets to the Company, unless:


 


(1)           in
case the Company shall consolidate with or merge into another person or convey, transfer or lease all or substantially all of its
properties and assets to any Person, the Person formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company
shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America,
any State thereof, or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and
interest on all the Debt Securities and the performance of every covenant of this Indenture on the part of the Company to be performed
or observed;


 


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



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(3)           if,
as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would
become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture,
the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the
Debt Securities equally and ratably with (or prior to) all Indebtedness secured thereby; and


 


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


 


	Section 10.02	Successor Substituted.


 


Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets
of the Company substantially as an entirety in accordance with Section 10.01, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the Debt Securities.


 


ARTICLE XI


 


SUPPLEMENTAL INDENTURES


 


	Section 11.01	Supplemental Indentures Without Consent of Holders.


 


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


 


(1)           to
evidence the succession of another Corporation to the rights of the Company and the assumption by such successor of the covenants
and other obligations of the Company herein and in the Debt Securities and Coupons, if any, contained; or


 


(2)           to
add to the covenants of the Company, for the benefit of the Holders of all or any series of Debt Securities and the Coupons, if
any, appertaining thereto (and if such covenants are to be for the benefit of less than all series, stating that such covenants
are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the
Company; or



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(3)           to
add any additional Events of Default (and if such Events of Default are to be applicable to less than all series, stating that
such Events of Default are expressly being included solely to be applicable to such series); or


 


(4)           to
add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Debt Securities of any series in bearer form, registrable or not registrable, and with or without Coupons, to permit Bearer
Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer
Securities of other authorized denominations or to permit the issuance of Debt Securities of any series in uncertificated form,
provided that any such action shall not adversely affect the interests of the Holders of Debt Securities of any series or any related
Coupons in any material respect; or


 


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


 


(6)           to
secure the Debt Securities; or


 


(7)           to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Article Four or Fifteen, provided that any such action shall not adversely
affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities or any related Coupons
in any material respect; or


 


(8)           to
establish the form or terms of Debt Securities and Coupons, if any, of any series as permitted by Sections 2.01 and 3.01; or


 


(9)           to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Debt
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 the requirements of Section 6.11; or


 


(10)         to
make provision with respect to the conversion rights of Holders of Debt Securities of any series pursuant to the requirements of
Section 17.04, unless otherwise provided pursuant to Section 3.01; or


 


(11)         to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, to eliminate any conflict between the terms of this Indenture or the Debt Securities and the Trust Indenture Act or to
make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with
any provision of this Indenture; provided such other provisions shall not adversely affect the interests of the Holders of Outstanding
Debt Securities or Coupons, if any, of any series created prior to the execution of such supplemental indenture in any material
respect; or



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(12)         to
alter the provisions of Section 3.10 (e) hereof and establish any other provisions in respect of Debt Securities issued in a Foreign
Currency; provided that any such change shall become effective only when there is no Outstanding Debt Security or Coupon of any
series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisions and as
to which such supplemental indenture would apply.


 


	Section 11.02	Supplemental Indentures With Consent of Holders.


 


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


 


(1)           change
the Stated Maturity of the principal of, or installment of interest, if any, on, any Debt Security, or reduce the principal amount
thereof or the interest thereon or any premium payable upon redemption thereof, or change the Stated Maturity of or reduce the
amount of any payment to be made with respect to any Coupon, or change the Currency or Currencies in which the principal of (and
premium, if any) or interest on such Debt Security is denominated or payable, or reduce the amount of the principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or
adversely affect the right of repayment or repurchase, if any, at the option of the Holder, or reduce the amount of, or postpone
the date fixed for, any payment under any sinking fund or analogous provisions for any Debt Security, or impair the right to institute
suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or limit the obligation of the Company to maintain a paying agency outside the United States for payment on Bearer
Securities as provided in Section 12.03; or


 


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


 


(3)           modify
any of the provisions of this Section, Section 5.13 or Section 12.07, 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 Debt
Security of each series affected thereby; provided, however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section
12.07, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 11.01(7); or



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(4)           modify
any of the provisions of this Indenture relating to the subordination of the Debt Securities in a manner adverse to the Holders.


 


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


 


A supplemental indenture
which changes or eliminates any covenant or other provision of this Indenture with respect to one or more particular series of
Debt Securities and Coupons, if any, or which modifies the rights of the Holders of Debt Securities and Coupons 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 Debt Securities and Coupons, if any, of any other series.


 


	Section 11.03	Execution of Supplemental Indentures.


 


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 and that all conditions have been met. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise in a material
way.


 


	Section 11.04	Effect of Supplemental Indentures.


 


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


 


	Section 11.05	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 11.06	Reference in Debt Securities to Supplemental Indentures.


 


Debt Securities and Coupons,
if any, 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 Debt Securities and Coupons of any series so modified as to conform, in the opinion
of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated
and delivered by the Trustee in exchange for Outstanding Debt Securities and Coupons of such series.



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	Section 11.07	Notice of Supplemental Indenture.


 


Promptly after the execution
by the Company and the appropriate Trustee of any supplemental indenture pursuant to Section 11.02, the Company shall transmit,
in the manner and to the extent provided in Section 1.05, to all Holders of any series of the Debt Securities affected thereby,
a notice setting forth in general terms the substance of such supplemental indenture.


 


	Section 11.08	Effect on Senior Indebtedness.


 


No supplemental indenture
entered into under this Article 11 shall modify, directly or indirectly, the provisions of Article Sixteen or the definition of
Senior Indebtedness in Section 1.01 in any manner that might alter or impair the subordination of the Debt Securities with respect
to the Senior Indebtedness then outstanding, unless each holder of such Senior Indebtedness has consented thereto in writing.


 


ARTICLE XII




 


COVENANTS


 


	Section 12.01	Payment of Principal, Premium and Interest.


 


The Company covenants and
agrees for the benefit of each series of Debt Securities and Coupons, if any, that it will duly and punctually pay the principal
of (and premium, if any) and interest on the Debt Securities in accordance with the terms of the Debt Securities, the Coupons and
this Indenture. Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Debt Securities or except
as otherwise provided in Section 3.06, any interest due on Bearer Securities on or before Maturity shall be payable only upon presentation
and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. If so provided
in the terms of any series of Debt Securities established as provided in Section 3.01, the interest, if any, due in respect of
any temporary Global Note or permanent Global Note, together with any additional amounts payable in respect thereof, as provided
in the terms and conditions of such Debt Security, shall be payable only upon presentation of such Debt Security to the Trustee
for notation thereon of the payment of such interest.


 


	Section 12.02	Officer’s Certificate as to Default.


 


The Company will deliver
to the Trustee, on or before a date not more than four months after the end of each fiscal year of the Company (which on the date
hereof is the calendar year) ending after the date hereof, a certificate of the principal executive officer, principal financial
officer or principal accounting officer of the Company stating whether or not to the best knowledge of the signer thereof the Company
is in compliance with all covenants and conditions under this Indenture, and, if the Company shall be in default, specifying all
such defaults and the nature thereof of which such signer may have knowledge. For purposes of this Section, such compliance shall
be determined without regard to any period of grace or requirement of notice provided under this Indenture.



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	Section 12.03	Maintenance of Office or Agency.


 


If Debt Securities of a
series are issuable only as Registered Securities, the Company will maintain or cause to be maintained in each Place of Payment
for such series an office or agency where Debt Securities of that series may be presented or surrendered for payment, where Debt
Securities of that series may be surrendered for registration of transfer or exchange or redemption, and where notices and demands
to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. If Debt Securities of
a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City and State of New
York, an office or agency where any Registered Securities of that series, if any, may be presented or surrendered for payment,
where any Registered Securities of that series, if any, may be surrendered for registration of transfer, where Debt Securities
of that series may be surrendered for exchange or redemption, where Debt Securities of that series that are convertible may be
surrendered for conversion, where notices and demands to or upon the Company in respect of the Debt Securities of that series and
this Indenture may be served and where Bearer Securities of that series and related Coupons may be presented or surrendered for
payment in the circumstances described in the following paragraph (and not otherwise), (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Bearer Securities
of that series and related Coupons may be presented and surrendered for payment (including payment of any additional amounts payable
on Debt Securities of that series, if so provided pursuant to Section 3.01); provided, however, that if the Debt Securities of
that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain
a Paying Agent for the Debt Securities of that series in London, Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Debt Securities of that series are listed on such exchange, and (C) subject to any laws
or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency
where any Registered Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series
may be surrendered for exchange and redemption, and where notices and demands to or upon the Company in respect of the Debt Securities
of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the locations, and
any change in the locations, of such offices or agencies. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of that series and the related Coupons
may be presented and surrendered for payment at the offices specified in the applicable Debt Security, and the Company hereby appoints
the Trustee, or in the case of Bearer Securities, such other agent as is specified pursuant to Section 3.01, as its agent to receive
all presentations, surrenders, notices and demands.



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No payment of principal,
premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided,
however, that, if the Debt Securities of a series are denominated and payable in Dollars, payment of principal of and any premium
and interest on any Bearer Security (including any additional amounts payable on Securities of such series, if so provided pursuant
to Section 3.01) shall be made at the office of the Trustee or the Company’s Paying Agent in the Borough of Manhattan, The
City and State of New York, if (but only if) payment in Dollars of the full amount of such principal, premium, interest or additional
amounts, as the case may be, at all offices or agencies outside the United States maintained for the purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions.


 


The Company may also from
time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place
of Payment), and may from time to time rescind any such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written
notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such
different or additional office or agency.


 


	Section 12.04	Money for Debt Securities; Payments to Be Held in Trust.


 


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


 


Whenever the Company shall
have one or more Paying Agents with respect to any series of Debt Securities and Coupons, it will, by or on each due date of the
principal (and premium, if any) or interest on any Debt Securities of such series, deposit with any such Paying Agent a sum sufficient
to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless any 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 with respect to any series of Debt Securities other than the Trustee to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:


 


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


 


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


 


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



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The Company may at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held
by the Trustee upon the same 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.


 


Subject to any applicable
abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (and premium, if any) or interest on any Debt Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company upon Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Debt Security or Coupon shall
thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, in its sole discretion,
at the expense of the Company cause to be transmitted in the manner and to the extent provided by Section 1.05, notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification,
any unclaimed balance of such money then remaining will be repaid to the Company.


 


	Section 12.05	Corporate Existence.


 


Subject to the provisions
of Article Ten, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company.


 


	Section 12.06	Waiver of Certain Covenants.


 


The Company may omit in
any particular instance to comply with any term, provision or condition set forth in Section 12.05 (and, if so specified pursuant
to Section 3.01, any other covenant not set forth herein and specified pursuant to Section 3.01 to be applicable to the Debt Securities
of any series, except as otherwise provided pursuant to Section 3.01) with respect to the Debt Securities of any series if before
the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Debt Securities of such
series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent expressly
so waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect
of any such term, provision or condition shall remain in full force and effect.



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ARTICLE XIII


 


REDEMPTION OF DEBT SECURITIES


 


	Section 13.01	Applicability of Article.


 


Debt Securities of any series
which are redeemable before their Maturity shall be redeemable in accordance with their terms and (except as otherwise specified
pursuant to Section 3.01 for Debt Securities of any series) in accordance with this Article.


 


	Section 13.02	Election to Redeem; Notice to Trustee.


 


The election of the Company
to redeem (or, in the case of Discount Securities, to permit the Holders to elect to surrender for redemption) any Debt Securities
shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all of the Debt
Securities of any series pursuant to Section 13.03, the Company shall, at least 60 days before the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Debt Securities of such series to be redeemed. In the case of any redemption of Debt Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Debt Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restrictions.


 


	Section 13.03	Selection by Trustee or Authorized Agent of Debt Securities to Be Redeemed.


 


Except in the case of a
redemption in whole of the Bearer Securities or the Registered Securities of such series, if less than all the Debt Securities
of any series are to be redeemed at the election of the Company, the particular Debt Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee or agent authorized pursuant to Section 3.01, from the Outstanding
Debt Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Debt Securities
of such series or any integral multiple thereof) of the principal amount of Debt Securities of such series in a denomination larger
than the minimum authorized denomination for Debt Securities of such series pursuant to Section 3.02 in the Currency in which the
Debt Securities of such series are denominated. The portions of the principal amount of Debt Securities so selected for partial
redemption shall be equal to the minimum authorized denominations for Debt Securities of such series pursuant to Section 3.02 in
the Currency in which the Debt Securities of such series are denominated or any integral multiple thereof, except as otherwise
set forth in the applicable form of Debt Securities. In any case when more than one Registered Security of such series is registered
in the same name, the Trustee or authorized agent in its discretion may treat the aggregate principal amount so registered as if
it were represented by one Registered Security of such series.


 


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



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


 


	Section 13.04	Notice of Redemption.


 


Notice of redemption shall
be given by the Company, or at the Company’s request, by the Trustee in the name and at the expense of the Company, not less
than 30 days and not more than 60 days prior to the Redemption Date to the Holders of Debt Securities of any series to be redeemed
in whole or in part pursuant to this Article Thirteen, in the manner provided in Section 1.05. Any notice so given shall be conclusively
presumed to have been duly given, whether or not the Holder receives such notice. Failure to give such notice, or any defect in
such notice to the Holder of any Debt Security of a series designated for redemption, in whole or in part, shall not affect the
sufficiency of any notice of redemption with respect to the Holder of any other Debt Security of such series.


 


All notices of redemption
shall state:


 


(1)           the
Redemption Date;


 


(2)           the
Redemption Price;


 


(3)           that
Debt Securities of such series are being redeemed by the Company pursuant to provisions contained in this Indenture or the terms
of the Debt Securities of such series or a supplemental indenture establishing such series, if such be the case, together with
a brief statement of the facts permitting such redemption;


 


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


 


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


 


(6)           that,
unless otherwise specified in such notice, Coupon Securities of any series, if any, surrendered for redemption must be accompanied
by all Coupons maturing subsequent to the date fixed for redemption, failing which the amount of any such missing Coupon or Coupons
will be deducted from the Redemption Price;


 


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


 


(8)           if
Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if
such Bearer Securities may be exchanged for Registered Securities not subject to redemption on this Redemption Date pursuant to
Section 3.05(b) or otherwise, the last date on which such exchanges may be made; and



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


 


	Section 13.05	Deposit of Redemption Price.


 


On or prior to the Redemption
Date for any Debt Securities, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 12.04) an amount of money in the Currency or Currencies
in which such Debt Securities are denominated (except as provided pursuant to Section 3.01 or 3.10) sufficient to pay the Redemption
Price of such Debt Securities or any portions thereof which are to be redeemed on that date.


 


	Section 13.06	Debt Securities Payable on Redemption Date.


 


Notice of redemption having
been given as aforesaid, any Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price in the Currency in which the Debt Securities of such series are payable (except as otherwise specified pursuant to Section
3.01 or 3.10), and from and after such date (unless the Company shall default in the payment of the Redemption Price) such Debt
Securities shall cease to bear interest. Upon surrender of any such Debt Security for redemption in accordance with said notice,
such Debt Security shall be paid by the Company at the Redemption Price; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 12.03) and, unless otherwise specified as contemplated by Section 3.01,
only upon presentation and surrender of Coupons for such interest; and provided, further, that, unless otherwise specified as contemplated
by Section 3.01, installments of interest on Registered Securities which have a Stated Maturity on or prior to the Redemption Date
for such Debt Securities shall be payable according to the terms of such Debt Securities and the provisions of Section 3.07.


 


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


 


If any Coupon Security surrendered
for redemption shall not be accompanied by all Coupons appertaining thereto maturing on or after the Redemption Date, the Redemption
Price for such Coupon Security may be reduced by an amount equal to the face amount of all such missing Coupons. If thereafter
the Holder of such Coupon shall surrender to any Paying Agent outside the United States any such missing Coupon in respect of which
a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted. The
surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee, if there be furnished to them such security
or indemnity as they may require to save each of them and any Paying Agent harmless.



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	Section 13.07	Debt Securities Redeemed in Part.


  


Any Debt Security which
is to be redeemed only in part shall be surrendered at the Corporate Trust Office or such other office or agency of the Company
as is specified pursuant to Section 3.01 (in the case of Registered Securities) and at an office of the Trustee or such other office
or agency of the Company outside the United States as is specified pursuant to Section 3.01 (in the case of Bearer Securities)
with, if the Company, the Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company, the Security Registrar 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
Debt Security without service charge, a new Debt Security or Debt Securities of the same series, of like tenor and form, of any
authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Debt Security so surrendered, and, in the case of a Coupon Security, with appropriate Coupons attached.
In the case of a Debt Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustee,
in lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make a notation on such Debt Security of the payment
of the redeemed portion thereof.


 


ARTICLE XIV




 


SINKING FUNDS


 


	Section 14.01	Applicability of Article.


 


The provisions of this Article
shall be applicable to any sinking fund for the retirement of Debt Securities of a series except as otherwise specified pursuant
to Section 3.01 for Debt Securities of such series.


 


The minimum amount of any
sinking fund payment provided for by the terms of Debt Securities of any series is herein referred to as a “mandatory sinking
fund payment,” and any payment in excess of such minimum amount provided for by the terms of Debt Securities of any series
is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Debt Securities of any
series, the amount of any cash sinking fund payment may be subject to reduction as provided in Section 14.02. Each sinking fund
payment shall be applied to the redemption of Debt Securities of any series as provided for by the terms of Debt Securities of
such series.


 


	Section 14.02	Satisfaction of Mandatory Sinking Fund Payments with Debt Securities.


 


In lieu of making all or
any part of a mandatory sinking fund payment with respect to any Debt Securities of a series in cash, the Company may at its option,
at any time no more than sixteen months and no less than 45 days prior to the date on which such sinking fund payment is due, deliver
to the Trustee Debt Securities of such series (together with the unmatured Coupons, if any, appertaining thereto) theretofore purchased
or otherwise acquired by the Company, except Debt Securities of such series which have been redeemed through the application of
mandatory sinking fund payments pursuant to the terms of the Debt Securities of such series, accompanied by a Company Order instructing
the Trustee to credit such sinking fund payment and stating that the Debt Securities of such series were originally issued by the
Company by way of bona fide sale or other negotiation for value, provided that such Debt Securities shall not have been previously
so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified
in such Debt Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment
shall be reduced accordingly.



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	Section 14.03	Redemption of Debt Securities for Sinking Fund.


 


Not less than 60 days prior
to each sinking fund payment date for any series of Debt Securities (unless a shorter period shall be satisfactory to the Trustee),
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash
in the Currency or Currencies in which the Debt Securities of such series are denominated (except as provided pursuant to Section
3.01 or 3.10) and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt Securities of such series
pursuant to Section 14.02 and whether the Company intends to exercise its rights to make a permitted optional sinking fund payment
with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make
the cash payment or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case
of the failure of the Company to deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment
date for such series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of the Debt Securities
of such series subject to a mandatory sinking fund payment without the right to deliver or credit Debt Securities as provided in
Section 14.02 and without the right to make any optional sinking fund payment with respect to such series at such time.


 


Any sinking fund payment
or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made with respect
to the Debt Securities of any particular series shall be applied by the Trustee (or by the Company if the Company is acting as
its own Paying Agent) on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking
fund payment date, on the sinking fund payment date immediately following the date of such payment) to the redemption of Debt Securities
of such series at the Redemption Price specified in such Debt Securities with respect to the sinking fund. Any sinking fund moneys
not so applied or allocated by the Trustee (or by the Company if the Company is acting as its own Paying Agent) to the redemption
of Debt Securities shall be added to the next sinking fund payment received by the Trustee (or if the Company is acting as its
own Paying Agent, segregated and held in trust as provided in Section 12.04) for such series and, together with such payment (or
such amount so segregated) shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys
with respect to the Debt Securities of any particular series held by the Trustee (or if the Company is acting as its own Paying
Agent, segregated and held in trust as provided in Section 12.04) on the last sinking fund payment date with respect to Debt Securities
of such series and not held for the payment or redemption of particular Debt Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent), together with other moneys, if necessary, to be deposited
(or segregated) sufficient for the purpose, to the payment of the principal of the Debt Securities of such series at Maturity.


 


The Trustee shall select
or cause to be selected the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified in Section
13.03 and the Company shall cause notice of the redemption thereof to be given in the manner provided in Section 13.04. Such notice
having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Section
13.06.



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On or before each sinking
fund payment date, the Company shall pay to the Trustee (or, if the Company is acting as its own Paying Agent, the Company shall
segregate and hold in trust as provided in Section 12.04) in cash a sum, in the Currency or Currencies in which Debt Securities
of such series are denominated (except as provided pursuant to Sections 3.01 or 3.10), equal to the principal and any interest
accrued to the Redemption Date for Debt Securities or portions thereof to be redeemed on such sinking fund payment date pursuant
to this Section.


 


Neither the Trustee nor
the Company shall redeem any Debt Securities of a series with sinking fund moneys or mail any notice of redemption of Debt Securities
of such series by operation of the sinking fund for such series during the continuance of a default in payment of interest, if
any, on any Debt Securities of such series or of any Event of Default (other than an Event of Default occurring as a consequence
of this paragraph) with respect to the Debt Securities of such series, except that if the notice of redemption shall have been
provided in accordance with the provisions hereof, the Trustee (or the Company, if the Company is then acting as its own Paying
Agent) shall redeem such Debt Securities if cash sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) for that purpose in accordance with the terms of this Article. Except as aforesaid, any moneys in the sinking fund
for such series at the time when any such default or Event of Default shall occur and any moneys thereafter paid into such sinking
fund shall, during the continuance of such default or Event of Default, be held as security for the payment of the Debt Securities
and Coupons, if any, of such series; provided, however, that in case such default or Event of Default shall have been cured or
waived as provided herein, such moneys shall thereafter be applied on or prior to the next sinking fund payment date for the Debt
Securities of such series on which such moneys may be applied pursuant to the provisions of this Section.


 


ARTICLE XV


 


[INTENTIONALLY OMITTED]




 


ARTICLE XVI




 


SUBORDINATION


 


	Section 16.01	Agreement to Subordinate.


 


The Company, for itself,
its successors and assigns, covenants and agrees, and each Holder of Debt Securities of any series (or of any Coupons appertaining
thereto) by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Debt Securities of
such series then Outstanding (and any Coupons appertaining thereto) and the payment of the principal of (and premium, if any) and
interest on each and all of the Debt Securities of such series (including, without limitation, any payment of Coupons appertaining
thereto) is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior Indebtedness. Each reference in this Article to a “Debt Security” or “Debt Securities”
refers to the Debt Securities of a particular series, and references to a “Coupon” or “Coupons” refer to
the Coupons, if any, appertaining to the Debt Securities of such series. Without limiting the generality of the immediately preceding
sentence, if more than one series of Debt Securities are outstanding at any time, (i) the provisions of this Article shall be applied
separately to each such series, and (ii) references to the Trustee refer to the Trustee for the Debt Securities of such series.



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	Section 16.02	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Debt Securities.


 


Upon any distribution of
assets of the Company upon any dissolution, winding up, liquidation or reorganization, of the Company, whether voluntary or involuntary
and whether in bankruptcy, insolvency, reorganization, receivership or other proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and liabilities of the Company or otherwise (subject to the power of a court
of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness
and the holders thereof with respect to the Debt Securities and the Holders thereof by a plan of reorganization under applicable
bankruptcy law):


 


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


 


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


 


(c)           in
the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether
in cash, property or securities, shall be received by the Trustee, any Paying Agent or the Holders of the Debt Securities (or any
Coupons) before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice to
the Trustee or such Paying Agent, to the holder of such Senior Indebtedness or their representative or representatives or to the
trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued,
ratably as aforesaid, for application to payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.



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The consolidation of the
Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation shall not be
deemed a dissolution, winding up, liquidation or reorganization for the purposes of this Section 16.02.


 


Subject to the payment in
full of all Senior Indebtedness, the Holders of the Debt Securities (and of any Coupons) shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to
Senior Indebtedness until the principal of (and premium, if any) and interest on the Debt Securities (including, without limitation,
payment of the Coupons) shall be paid in full, and no such payments or distributions to the Holders of the Debt Securities (or
of any Coupons) of cash, property, or securities otherwise distributable to the holders of Senior Indebtedness shall, as between
the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Debt Securities (and of any Coupons)
be deemed to be a payment by the Company to or on account of the Debt Securities (or of any Coupons). It is understood that the
provisions of this Article Sixteen are and are intended solely for the purpose of defining the relative rights of the Holders of
the Debt Securities (and of any Coupons), on the one hand, and the holders of the Senior Indebtedness, on the other hand.


 


Nothing contained in this
Article Sixteen or elsewhere in this Indenture or in the Debt Securities (or any Coupons) is intended to or shall impair, as between
the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Debt Securities (and of any Coupons),
the obligation of the Company, which is unconditional and absolute (and which, subject to the rights under this Article of the
holders of Senior Indebtedness and the rights under Section 16.11 of Entitled Persons in respect of Other Financial Obligations,
is intended to rank equally with all other obligations of the Company), to pay to the Holders of the Debt Securities (and of any
Coupons) the principal of (and premium, if any) and interest on the Debt Securities (including, without limitation, payment of
any Coupons) as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights
of the Holders of the Debt Securities (or of any Coupons) and creditors of the Company other than the holders of Senior Indebtedness,
nor shall anything herein or in the Debt Securities (or Coupons) prevent the Trustee or the Holder of any Debt Security (or any
Coupon) from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights,
if any, under this Article Sixteen of the holders of Senior Indebtedness, and under Section 16.11 of Entitled Persons in respect
of Other Financial Obligations, in respect of cash, property or securities of the Company received upon the exercise of any such
remedy.


 


Upon any payment or distribution
of assets of the Company referred to in this Section 16.02, the Trustee and any Paying Agent, subject to the provisions of Section
6.03, shall be entitled to rely upon a certificate or other writing of the liquidating trustee or agent or other Person making
any distribution to the Trustee for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders
of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent to this Article Sixteen.



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Except as specifically set
forth herein, neither the Trustee nor any Paying Agent, however, shall be deemed to owe any fiduciary or other duty to the holders
of Senior Indebtedness or Entitled Persons in respect of Other Financial Obligations. Neither the Trustee nor any Paying Agent
shall be liable to any such holder or Entitled Person if it shall in good faith pay or distribute to or on behalf of Holders of
Debt Securities (or of any Coupons) of the Company moneys or assets to which any holder of Senior Indebtedness or Entitled Persons
in respect of Other Financial Obligations shall be entitled by virtue of this Article Sixteen or any other instrument.


 


If the Trustee or any Holder
of Debt Securities (and of any Coupons) does not file a proper claim or proof of debt in the form required in any proceeding referred
to above prior to 30 days before the expiration of the time to file such claim in such proceeding, then the holder of any Senior
Indebtedness is hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such Holder of
Debt Securities (or of any Coupons).


 


	Section 16.03	No Payment on Debt Securities in Event of Default on Senior Indebtedness.


 


No payment by the Company
on account of principal (or premium, if any), sinking funds or interest on the Debt Securities (including, without limitation,
payment of any Coupons) shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds, and
interest on Senior Indebtedness has been made or duly provided for. In the event that any event of default with respect to any
Senior Indebtedness shall have occurred and be continuing permitting the holders of such Senior Indebtedness (or a trustee on behalf
of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have
become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and
such acceleration shall have been rescinded or annulled, or in the event any judicial proceeding shall be pending with respect
to any such default in payment, or event of default, then no payment shall be made by the Company on account of principal of (or
premium, if any) or interest on the Debt Securities of any series or on account of the purchase or other acquisition of Debt Securities
of any series; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance
with Article Fourteen by delivering and crediting pursuant to Section 14.02 Debt Securities of such series which have been acquired
(upon redemption or otherwise) prior to such default in payment or event of default.


 


In the event that, notwithstanding
the foregoing, the Company shall make any payment to the Trustee or the Holder of any Debt Security of any series prohibited by
the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known
to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith
to the Company.


 


The provisions of this Section
shall not apply to any payment with respect to which Section 16.02 would be applicable.



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	Section 16.04	Payments on Debt Securities Permitted.


 


Nothing contained in this
Indenture or in any of the Debt Securities (or any Coupons) shall (a) affect the obligation of the Company to make, or prevent
the Company from making, at any time except as provided in Sections 16.02 and 16.03, payments of principal (and premium, if any)
or interest on the Debt Securities (including, without limitation, payment of any Coupons) or (b) prevent the application by the
Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or
interest on the Debt Securities (including, without limitation, the payment of any Coupons), unless the Trustee shall have received
at its Corporate Trust Office written notice of any event prohibiting the making of such payment more than two Business Days prior
to the date fixed for such payment.


 


	Section 16.05	Authorization of Holders to Trustee to Effect Subordination.


 


Each Holder of Debt Securities
(or of any Coupons) by his acceptance thereof and any Paying Agent (other than the Company) authorizes and directs the Trustee
on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article
Sixteen and appoints the Trustee his attorney-in-fact for any and all such purposes.


 


	Section 16.06	Notices to Trustee.


 


The Company shall give prompt
written notice to the Trustee and any Paying Agent (other than the Company) of any fact known to the Company which would prohibit
the making of any payment to or by the Trustee or such Paying Agent in respect of the Debt Securities (or any Coupons) pursuant
to this Article Sixteen. Failure to give such notice shall not affect the subordination of the Debt Securities (or any Coupons)
to Senior Indebtedness. Notwithstanding the provisions of this Article or any other provisions of this Indenture, neither the Trustee
nor any Paying Agent (other than the Company) shall be charged with knowledge of the existence of any Senior Indebtedness or Other
Financial Obligations or of any event which would prohibit the making of any payment of moneys to or by the Trustee or such Paying
Agent, unless and until the Trustee or such Paying Agent shall have received (in the case of the Trustee, at its Corporate Trust
Office) written notice thereof from the Company or from the holder of any Senior Indebtedness or from the trustee for any such
holder or from any Entitled Person in respect of Other Financial Obligations, together with proof satisfactory to the Trustee of
such holding of Senior Indebtedness or Other Financial Obligations or of the authority of such trustee; provided, however, that
if at least two Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose
(including, without limitation, the payment of either the principal of (and premium, if any) or interest on any Debt Security (including,
without limitation, the payment of any Coupons)) the Trustee or any such Paying Agent shall not have received with respect to such
moneys the notice provided for in this Section 16.06, then, anything herein contained to the contrary notwithstanding, the Trustee
or any such Paying Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary, which may be received by it less than two Business
Days prior to such date. The Trustee or any such Paying Agent shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) or an Entitled Person
in respect of Other Financial Obligations to establish that such a notice has been given by a holder of Senior Indebtedness or
a trustee on behalf of any such holder or an Entitled Person in respect of Other Financial Obligations. In the event that the Trustee
or any such Paying Agent determines in good faith that further evidence is required with respect to the right of any Person as
a holder of Senior Indebtedness or an Entitled Person in respect of Other Financial Obligations to participate in any payment or
distribution pursuant to this Article Sixteen, the Trustee or any such Paying Agent may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee or any such Paying Agent as to the amount of Senior Indebtedness or Other Financial
Obligations held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article Sixteen and, if such evidence is not furnished, the Trustee
or any such Paying Agent may defer any payment to such Person pending judicial determination as to the right of such Person to
receive such payment.



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	Section 16.07	Trustee as Holder of Senior Indebtedness.


 


Subject to the provisions
of Section 6.13, the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Sixteen in
respect of any Senior Indebtedness at any time held by it and with respect to any Other Financial Obligations owed to the Trustee
as an Entitled Person, to the same extent as any other holder of Senior Indebtedness or Entitled Person in respect of Other Financial
Obligations and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder or Entitled
Person.


 


Nothing in this Article
shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.


 


	Section 16.08	Modifications of Terms of Senior Indebtedness.


 


Any renewal or extension
of the time of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights
under any instrument creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder,
may be made or done all without notice to or assent from the Holders of the Debt Securities (or of any Coupons) or the Trustee.


 


No compromise, alteration,
amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under
which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is in accordance with
the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article Sixteen or of
the Debt Securities (or of any Coupons) relating to the subordination thereof.



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	Section 16.09	Reliance on Judicial Order or Certificate of Liquidating Agent.


  


Upon any payment or distribution
of assets of the Company referred to in this Article Sixteen, the Trustee and the Holders of the Debt Securities (and of any Coupons)
shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which any insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or upon a certificate
of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders of Debt Securities (or of any Coupons), for the
purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company and the Entitled Persons in respect of Other Financial Obligations, the amount thereof or
payable therein, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Sixteen.


 


	Section 16.10	Article Sixteen Not to Prevent Events of Default.


 


No provision of this Article
Sixteen shall prevent the occurrence of any default or Event of Default hereunder.


 


	Section 16.11	Payment of Proceeds in Certain Cases.


 


(a)       If,
after giving effect to the provisions of Section 16.02, any amount of cash, property or securities shall be available for payment
or distribution in respect of the Debt Securities (“Excess Proceeds”), and any Entitled Persons in respect of Other
Financial obligations shall not have received payment in full of all amounts due or to become due on or in respect of such Other
Financial Obligations (and provision shall not have been made for such payment in money or money’s worth), then such Excess
Proceeds shall first be applied by the liquidation trustee or other person making such payment or distribution (ratably with any
amount of cash, property or securities available for payment or distribution in respect of any other Indebtedness of the Company
that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to Entitled Persons in respect
of Other Financial Obligations) to pay or provide for the payment of the Other Financial Obligations remaining unpaid, to the extent
necessary to pay all Other Financial Obligations in full, after giving effect to any concurrent payment or distribution to or for
Entitled Persons in respect of Other Financial Obligations. Any Excess Proceeds remaining after the payment (or provision for payment)
in full of all Other Financial obligations shall be available for payment or distribution in respect of the Debt Securities.


 


(b)      In
the event that, notwithstanding the foregoing provisions of subsection (a) of this Section, the Trustee or Holder of any Debt Security
shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or
securities, before all Other Financial Obligations are paid in full or payment thereof duly provided for, and if such fact shall,
at or prior to the time of such payment or distribution have been made known to the Trustee in accordance with Section 16.06 or,
as the case may be, such Holder, then and in such event, subject to any obligation that the Trustee or such Holder may have pursuant
to Section 16.02, upon written notice to the Trustee such payment or distribution shall be paid over or delivered forthwith to
the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution
of assets of the Company for payment in accordance with subsection (a).



    	93



    	 



    

(c)       Subject
to the payment in full of all Other Financial Obligations, the Holders of the Debt Securities shall be subrogated (equally and
ratably with the holders of all Indebtedness of the Company that by its express terms provides for the payment over of amounts
corresponding to Excess Proceeds to Entitled Persons in respect of other Financial Obligations and is entitled to like rights of
subrogation) to the rights of the Entitled Persons in respect of Other Financial Obligations to receive payments and distributions
of cash, property and securities applicable to the Other Financial Obligations until the principal of and interest on the Debt
Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to Entitled Persons in respect
of Other Financial Obligations of any cash, property or securities to which Holders of the Debt Securities or the Trustee would
be entitled except for the provisions of this Section, and no payments over pursuant to the provisions of this Section to Entitled
Persons in respect of Other Financial Obligations by Holders of Debt Securities or the Trustee, shall, as among the Company, its
creditors other than Entitled Persons in respect of Other Financial Obligations and the Holders of Securities be deemed to be a
payment or distribution by the Company to or on account of the Other Financial Obligations.


 


(d)      The
provisions of subsections (a), (b) and (c) of this Section are and are intended solely for the purpose of defining the relative
rights of the Holders of the Debt Securities, on the one hand, and the Entitled Persons in respect of Other Financial Obligations,
on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing
contained in subsections (a), (b) and (c) of this Section is intended to or shall affect the relative rights against the Company
of the Holders of the Debt Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than
Entitled Persons in respect of Other Financial Obligations.


 


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



    	94



    	 



    

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.


 


	FIRST COMMUNITY BANCSHARES, INC.
	 
	By:	 
	Name:	 
	Title:	 


 


	Attest:
	 
	 
	Name:
	Title:


  


Seal


 


	 	,
	as Trustee	 
	 	 
	By:	 	 
	Name:	 
	Title:	 


   


	Attest:
	 
	 
	Name:
	Title:


   


Seal



    	95



    	 



    

EXHIBIT A


 


[FORM OF CERTIFICATE TO
BE GIVEN BY


 


PERSON ENTITLED TO RECEIVE
BEARER SECURITY


 


OR INTEREST PRIOR TO AN
EXCHANGE DATE]


 


CERTIFICATE


 


______________________


 


[Insert title or sufficient
description of Debt Securities to be delivered]


 


This certificate is delivered
pursuant to the Indenture, dated as of _________ __, 20___ (as amended, supplemented or otherwise modified from time to time, the
“Indenture”), between First Community Bancshares, Inc. and ________________________, as Trustee.  Unless
otherwise defined herein, terms defined in the Indenture are used herein as so defined.


 


This is to certify that
as of the date hereof and except as set forth below ___________ principal amount of the above captioned securities (the “Debt
Securities”) held by you for our account (i) is owned by person(s) that are not United States person(s) (as defined below),
(ii) is owned by United States person(s) that are (a) foreign branches of United States financial institutions (as defined in Section
1.16512(c)(1)(v) of the United States Treasury regulations) (“financial institutions”) purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Debt Securities through foreign branches of United States financial
institutions and who hold the Debt Securities through such United States financial institutions on the date hereof (and in either
case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you
may advise the Company or the Company’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C)
of the United States Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder), or (iii) is owned by
United States or foreign financial institution(s) for the purpose of resale during the restricted period (as defined in Section
1.1635(c)(2)(i)(D)(7) of the United States Treasury regulations), and in addition if the owner of the Debt Securities is a United
States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) this
is to further certify that such financial institution has not acquired the Debt Securities for the purpose of resale directly or
indirectly to a United States person or to a person within the United States or its possessions.


 


We undertake to advise you
promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the beneficial interest
in the temporary Global Note held by you for our account in accordance with your operating procedures if any applicable statement
herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies
as of such date.



    	A-1



    	 



    

 


This certificate excepts
and does not relate to ___________ principal amount of Debt Securities held by you for our account as to which we are not able
to provide a certificate in this form. We understand that exchange of such portion of the temporary Global Note for definitive
Bearer Securities or interests in a permanent Global Note cannot be made until we are able to provide a certificate in this form.


 


We understand that this
certificate is required in connection with certain tax laws and regulations of the United States. If administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.


 


“United States person”
means any citizen or resident of the United States, any corporation, partnership or other entity created or organized in or under
the laws of the United States and any estate or trust the income of which is subject to United States federal income taxation regardless
of its source. “United States” means the United States of America (including the States and the District of Columbia)
and its “possessions” which include the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa,
Wake Island and the Northern Mariana Islands.


 


Dated:  _______________________,
20____


 


[To be dated no earlier than
the 10th day before the Exchange Date]




 


	By:	 	 
	As, or as agent for, the beneficial	 
	owner(s) of the portion of the	 
	temporary global Note to which this	 
	certificate relates.	 



    	A-2



    	 



    

	EXHIBIT  B


 


	[FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND


 


	CLEARSTREAM, S.A. IN CONNECTION WITH THE EXCHANGE OF


 


	A PORTION OF A TEMPORARY GLOBAL NOTE]


 


CERTIFICATE


 


________________


 


[Insert title or sufficient
description of Debt Securities to be delivered]


 


This certificate is delivered
pursuant to the Indenture, dated as of _________ __, 20___ (as amended, supplemented or otherwise modified from time to time, the
“Indenture”), between First Community Bancshares, Inc. and ______________________________, as Trustee.  Unless
otherwise defined herein, terms defined in the Indenture are used herein as so defined.


 


The undersigned certifies
that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations
appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organizations”)
substantially to the effect set forth in the Indenture as of the date hereof, __________ principal amount of the above-captioned
Debt Securities (i) is owned by person(s) that are not United States person(s) (as defined below), (ii) is owned by United States
person(s) that are (a) foreign branches of United States financial institutions (as defined in Section 1.16512(c)(1)(v) of the
United States Treasury regulations) (“financial institutions”) purchasing for their own account or for resale, or (b)
United States person(s) who acquired the Debt Securities through foreign branches of United States financial institutions and who
hold the Debt Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Company or
the Company’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the Treasury regulations thereunder), or (iii) is owned by United States or foreign financial institution(s)
for the purpose of resale during the restricted period (as defined in Section 1.1635(c)(2)(i)(D)(7) of the United States Treasury
regulations), and in addition United States or foreign financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the Debt Securities for the purpose of resale directly
or indirectly to a United States person or to a person within the United States or its possessions.


 


We further certify (i) that
we are not making available for exchange or collection of any interest any portion of the temporary Global Note excepted in such
certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to
the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for
exchange or collection of any interest are no longer true and cannot be relied upon as of the date hereof.



    	B-1



    	 



    

 


We understand that this
certificate is required in connection with certain tax laws and regulations of the United States. If administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.


 


“United States person”
means any citizen or resident of the United States, any corporation, partnership or other entity created or organized in or under
the laws of the United States and any estate or trust the income of which is subject to United States federal income taxation regardless
of its source. “United States” means the United States of America (including the States and the District of Columbia)
and its “possessions” which include the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa,
Wake Island and the Northern Mariana Islands.


 


Dated:  _________________________,
20__


 


[To be dated no earlier
than the Exchange Date]


 


	By:	 
	 	
        Euroclear Bank, S.A./N.V., as Operator of the

        Euroclear System Clearstream Banking, S.A.




    	B-2