Exhibit 4.1


 


CERES, INC.


 


[ ]


 


Trustee


 


Indenture


 


Dated as of [       ],
20[   ] 


 




    	 



    	 



    

 


CERES, INC.


 


Reconciliation and tie between Trust
Indenture Act of 1939 and

Indenture, dated as of [            ], 20[   ]


 


	Trust Indenture Act Section	 	Indenture Sections
	§ 310(a)(1)	 	6.9
	(a)(2)	 	6.9
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(a)(5)	 	6.9
	(b)	 	6.8
	 	 	6.10
	 	 	 
	§ 311(a)	 	6.13(a)
	 	 	 
	(b)	 	6.13(b)
	(c)	 	Not Applicable
	 	 	 
	§ 312(a)	 	7.1
	 	 	7.2(a)
	(b)	 	7.2(b)
	(c)	 	7.2(c)
	 	 	 
	§ 313(a)	 	7.3(a)
	(b)	 	7.3(a)
	(c)	 	7.3(a)
	(d)	 	7.3(c)
	 	 	 
	§ 314(a)	 	7.4, 10.4
	(b)	 	Not Applicable
	(c)(1)	 	1.2
	(c)(2)	 	1.2
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	1.2
	 	 	 
	§ 315(a)	 	6.1(a)
	(b)	 	6.2
	(c)	 	6.1(b)
	(d)	 	6.1(c)
	(d)(l)	 	6.1(c)(i)
	(d)(2)	 	6.1(c)(ii)
	(d)(3)	 	6.1(c)(iii)
	(e)	 	5.14
	 	 	 
	§ 316	 	 
	(a)(1)(A)	 	5.2
	 	 	5.12
	(a)(1)(B)	 	5.13
	(a)(2)	 	Not Applicable
	(b)	 	5.8
	(c)	 	1.4(g)
	 	 	 
	§ 317(a)(l)	 	5.3



 






    	 



    	 



    

 


	(a)(2)	 	5.4
	(b)	 	10.3
	 	 	 
	§ 318(a)	 	1.7


  


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


  




    	 



    	 



    

 


Table of Contents


 


Page


 




ARTICLE I


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




 


	Section 1.1 Definitions	1
	Section 1.2 Compliance Certificates and Opinions	8
	Section 1.3 Form of Documents Delivered to Trustee	9
	Section 1.4 Acts of Holders	10
	Section 1.5 Notices, Etc. to Trustee and Company	11
	Section 1.6 Notice to Holders; Waiver	12
	Section 1.7 Conflict With Trust Indenture Act	12
	Section 1.8 Effect of Headings and Table of Contents	13
	Section 1.9 Successors and Assigns	13
	Section 1.10 Separability Clause	13
	Section 1.11 Benefits of Indenture	13
	Section 1.12 Governing Law	13
	Section 1.13 Legal Holidays	13
	Section 1.14 Rules by Trustee and Agents	13
	Section 1.15 No Recourse Against Others	13



 


ARTICLE II


SECURITY FORMS




 


	Section 2.1 Forms Generally	14
	Section 2.2 Form of Trustee’s Certificate of Authentication	14



 


ARTICLE III


THE SECURITIES




 


	Section 3.1 Amount Unlimited; Issuable in Series	14
	Section 3.2 Denominations	18
	Section 3.3 Execution, Authentication, Delivery, Form and Dating	18
	Section 3.4 Temporary Securities	20
	Section 3.5 Registration, Registration of Transfer and Exchange	21
	Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities	22
	Section 3.7 Payment of Interest; Interest Rights Preserved	23
	Section 3.8 Persons Deemed Owners	25
	Section 3.9 Cancellation	25
	Section 3.10 Computation of Interest	26
	Section 3.11 Global Securities; Exchanges; Registration and Registration of Transfer	26
	Section 3.12 Extension of Interest Payment	27



 






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ARTICLE IV


SATISFACTION AND DISCHARGE; DEFEASANCE




 


	Section 4.1 Satisfaction and Discharge of Indenture	27
	Section 4.2 Defeasance and Discharge of Indenture	28
	Section 4.3 Defeasance of Certain Obligations	29
	Section 4.4 Conditions to Defeasance	29
	Section 4.5 Application of Trust Money	30
	Section 4.6 Reinstatement	31



 


ARTICLE V


REMEDIES




 


	Section 5.1 Events of Default	32
	Section 5.2 Acceleration of Maturity; Rescission and Annulment	33
	Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee	34
	Section 5.4 Trustee May File Proofs of Claim	34
	Section 5.5 Trustee May Enforce Claims Without Possession of Securities or Coupons	35
	Section 5.6 Application of Money Collected	35
	Section 5.7 Limitation on Suits	35
	Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest	36
	Section 5.9 Restoration of Rights and Remedies	36
	Section 5.10 Rights and Remedies Cumulative	36
	Section 5.11 Delay or Omission Not Waiver	36
	Section 5.12 Control by Holders	37
	Section 5.13 Waiver of Past Defaults	37
	Section 5.14 Undertaking for Costs	37
	Section 5.15 Waiver of Stay or Extension Laws	38



 


ARTICLE VI


THE TRUSTEE




 


	Section 6.1 Certain Duties and Responsibilities	38
	Section 6.2 Notice of Defaults	39
	Section 6.3 Certain Rights of Trustee	39
	Section 6.4 Not Responsible for Recitals or Issuance of Securities	40
	Section 6.5 May Hold Securities	41
	Section 6.6 Money Held in Trust	41
	Section 6.7 Compensation and Reimbursement	41
	Section 6.8 Disqualification; Conflicting Interests	41
	Section 6.9 Corporate Trustee Required; Eligibility	42
	Section 6.10 Resignation and Removal; Appointment of Successor	42
	Section 6.11 Acceptance of Appointment by Successor	43
	Section 6.12 Merger, Conversion, Consolidation or Succession to Business	44
	Section 6.13 Preferential Collection of Claims Against Company	45
	Section 6.14 Appointment of Authenticating Agent	45



 






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ARTICLE VII


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




 


	Section 7.1 Company to Furnish Trustee Names and Addresses of Holders	47
	Section 7.2 Preservation of Information; Communications to Holders	47
	Section 7.3 Reports by Trustee	48
	Section 7.4 Reports by Company	49



 


ARTICLE VIII


CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER




 


	Section 8.1 Company May Consolidate, Etc. Only on Certain Terms	49
	Section 8.2 Successor Substituted for the Company	50



 


ARTICLE IX


SUPPLEMENTAL INDENTURES




 


	Section 9.1 Supplemental Indentures Without Consent of Holders	50
	Section 9.2 Supplemental Indentures With Consent of Holders	52
	Section 9.3 Execution of Supplemental Indentures	53
	Section 9.4 Effect of Supplemental Indentures	54
	Section 9.5 Conformity With Trust Indenture Act	54
	Section 9.6 Reference in Securities to Supplemental Indentures	54
	Section 9.7 Revocation and Effect of Consents	54
	Section 9.8 Modification Without Supplemental Indenture	55



 


ARTICLE X


COVENANTS




 


	Section 10.1 Payment of Principal, Premium and Interest	 	 	55	 
	Section 10.2 Maintenance of Office or Agency	 	 	56	 
	Section 10.3 Money for Securities Payments to Be Held in Trust	 	 	57	 
	Section 10.4 Statement as to Compliance	 	 	58	 
	Section 10.5 Corporate Existence	 	 	58	 
	Section 10.6 Waiver of Certain Covenants	 	 	58	 




 


ARTICLE XI


REDEMPTION OF SECURITIES




 


	Section 11.1 Applicability of Article	 	 	59	 
	Section 11.2 Election to Redeem; Notice to Trustee	 	 	59	 
	Section 11.3 Selection by Trustee of Securities to Be Redeemed	 	 	59	 
	Section 11.4 Notice of Redemption	 	 	60	 
	Section 11.5 Securities Payable on Redemption Date	 	 	61	 
	Section 11.6 Securities Redeemed in Part	 	 	61	 




 






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ARTICLE XII


REPAYMENT OF SECURITIES AT OPTION OF HOLDERS




 


	Section 12.1 Applicability of Article	 	 	62	 
	Section 12.2 Notice of Repayment Date	 	 	62	 
	Section 12.3 Securities Payable on Repayment Date	 	 	63	 
	Section 12.4 Securities Repaid in Part	 	 	63	 



  




    	iv



    	 



    

 


INDENTURE, dated as of [ ], 20[ ], between
CERES, INC., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”),
having its principal office at 1535 Rancho Conejo Blvd., Thousand Oaks, California 91320, and [________] (herein called the “Trustee”).


 


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 debentures, notes or other evidences
of indebtedness (each herein called a “Security” or, collectively, the “Securities”), in
an unlimited aggregate principal amount to be issued in one or more series as in this Indenture provided.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article
I


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.1 Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires;


 



i.             the terms defined in this Article have the meanings assigned to them in this Article and include the plural
as well as the singular;


 


ii.            all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein;


 


iii.           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 at the date of such computation or, at the election of the Company from time to time,
at the date of the execution and delivery of this Indenture;


 


iv.           the word “or” is not exclusive; and


 


v.            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.


 






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Certain terms, used principally in Article VI,
are defined in that Article.


 


“Act”, when used with
respect to any Holder, has the meaning specified in Section 1.4.


 


“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.


 


“Authenticating Agent”
means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities.


 


“Authorized Newspaper”
means a newspaper in an official language of the country of publication or in the English language, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection
with which the term is used or in the financial community of each such place. Whenever 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. If it shall be impossible or impractical to make any publication
of any notice required by this Indenture in the manner herein provided, any publication or other notice in lieu thereof that is
made or given by the Trustee shall constitute a sufficient publication of such notice.


 


“Authorized Officer”
means any person (whether designated by name or the persons for the time being holding a designated office) appointed by or pursuant
to a Board Resolution for the purpose, or a particular purpose, of this Indenture, provided that written notice of such appointment
shall have been given to the Trustee.


 


“Board of Directors”
means either the board of directors of the Company or any duly authorized committee of that board.


 


“Board Resolution” when
used with reference to the Company 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 specified in the Securities or this Indenture, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place of Payment,
such other location or the city in which the Corporate Trust Office of the Trustee is located, are authorized or obligated by law
or executive order to close, except as may be otherwise specified as contemplated by Section 3.1(b).


 


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


 






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


 


“Company Request” or
“Company Order” means a written request or order signed in the name of the Company by an Authorized Officer
and delivered to the Trustee.


 


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


 


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


 


“Defaulted Interest”
has the meaning specified in Section 3.7.


 


“Depositary” means, with
respect to the Securities of any series issuable or issued in the form of a Global Security, the Person designated as Depositary
by the Company in Section 3.1(b) until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities
of any such series shall mean the Depositary with respect to the Securities of that series.


 


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


 


“Eligible Obligations”
means:


 



i.              with respect to Securities denominated in Dollars, U.S. Government Obligations; or


 


ii.             with
respect to Securities denominated in a currency other than Dollars or in a composite currency, such other obligations or instruments
as shall be specified with respect to such Securities, as contemplated by Section 3.1(b).


 


“Event of Default” has
the meaning specified in Section 5.1.


 


“Global Security” means
a Security, if any, issued to evidence all or a part of a series of Securities in accordance with Section 3.1.


 


“Hedging Obligations”
means, with respect to any Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements
and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations
in interest rates.


 






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“Holder” means, with
respect to a Registered Security, a Person in whose name such Registered Security is registered in the Security Register and, with
respect to an Unregistered Security or coupon appertaining thereto, the bearer thereof.


 


“Indenture” means this
instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall include the form and terms of particular series of Securities
established as contemplated by Section 3.1; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities
for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, exclusive, however, of
any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party.


 


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


 


“interest”, when used
with respect to an Original Issue Discount Security that by its terms bears interest only after Maturity, means interest payable
after Maturity.


 


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


 


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


 


“Officers’ Certificate”
means a certificate signed by two Authorized Officers and delivered to the Trustee.


 


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


 


“Original Issue Discount Security”
means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2.


 






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


 


i.           Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


ii.          Securities or portions thereof for whose payment or redemption money or Eligible Obligations (or any combination
of money and Eligible Obligations) in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company or any other obligor on such Security) in trust or set aside and segregated in trust by the Company or
any other obligor on such Security (if the Company or any other obligor on such Security acts as its own Paying Agent) for the
Holders of such Securities; provided, however, that if such Securities, or portions thereof, are to be redeemed prior to
the Stated Maturity thereof, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustee has been made;


 


iii.         Securities, except to the extent provided in Sections 4.2 and 4.3, as to which the Company has
effected defeasance and/or covenant defeasance, as provided in Article IV;


 


iv.         Securities that have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there have
been presented to the Trustee proof satisfactory to it and the Company that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;


 


provided, however, that in determining whether the Holders
of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction,
notice, consent, waiver or other action hereunder,


 


A.               
Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor (unless the Company, such Affiliate or such obligor owns (x) all Securities Outstanding under this Indenture or (y)
except for the purposes of actions to be taken by Holders of more than one series or Tranche voting as a class, all Outstanding
Securities of each such series and each such Tranche, as the case may be, determined without regard to this clause) shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities that the Trustee knows to be so owned shall be so
disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is
not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor;


 






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B.                
in determining whether the Holders of the requisite principal amount of Securities of any series or Tranche have
concurred in any direction, waiver or consent, the principal amount of Original Issue Discount Securities that shall be deemed
to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination
upon acceleration of the maturity thereof pursuant to Section 5.2;


 


C.                
in the case of any Security the principal of that is payable from time to time without presentment or surrender,
the principal amount of such Security that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall
be the original principal amount thereof less the aggregate amount of principal thereof theretofore paid; and


 


D.               
in the case of Securities having been denominated in a currency other than Dollars and remaining outstanding contemporaneously
with Securities denominated in Dollars, the principal amount of any Security that is denominated in a currency other than Dollars
or in a composite currency that shall be deemed to be Outstanding for such purposes shall be determined as contemplated by Section 3.1(b).


 


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


 


“Periodic Offering” means
an offering of Securities of a series from time to time any or all of the specific terms of which Securities, including without
limitation the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption provisions,
if any, with respect thereto, are to be determined by the Company or its agents from time to time subsequent to the initial request
for the authentication and delivery of such Securities by the Trustee, all as contemplated in Sections 3.1 and 3.3.


 


“Person” means any individual,
corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision
thereof or any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, or any other entity.


 


“Place of Payment”, when
used with respect to the Securities of any series, or any Tranche thereof, means the place or places where the principal of (and
premium, if any) and interest, if any, on the Securities of that series or Tranche are payable as specified as contemplated by
Section 3.1(b).


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
particular Security, and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.


 


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


 






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


 


“Registered Security”
means any Security issued hereunder and registered by the Security Registrar or any recorded interest in a Global Security issued
hereunder.


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.1(b).


 


“Repayment Date”, when
used with respect to any Security of any series to be repaid or repurchased, means the date, if any, fixed for such repayment or
for such repurchase (whether at the option of the Holders or otherwise) pursuant to this Indenture.


 


“Repayment Price”, when
used with respect to any Security of any series to be repaid, means the price, if any, at which it is to be repaid pursuant to
Section 3.1(b).


 


“Responsible Officer”,
when used with respect to the Trustee, means any officer within the corporate trust department or any other successor group of
the Trustee, including any vice president, assistant vice president, assistant secretary or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer of the Trustee to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject.


 


“Security” or “Securities”
has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or Securities authenticated
and delivered under this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee
under this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under
this Indenture, exclusive, however of Securities of any series as to which such Person is not Trustee.


 


“Security Register” and
“Security Registrar” have the respective meanings specified in Section 3.5.


 


“series” or “series
of Securities” means a series of Securities issued under this Indenture as determined by Board Resolution or as otherwise
determined under this Indenture.


 


“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


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


 


“Subsidiary” of any Person
means (a) any corporation, association or other business entity of which more than 50% of the outstanding total voting power
ordinarily entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees
or other voting members of the governing body thereof is at the time owned or controlled, directly or indirectly, by the Company
or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or (b) any partnership the sole
general partner or the managing general partner of which is the Company or a Subsidiary of the Company or the only general partners
of which are the Company or of one or more Subsidiaries of the Company (or any combination thereof).


 






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“Tranche” means a group
of Securities which (a) are of the same series and (b) have identical terms to other Tranches of such series except as
to principal amount, date of issuance or first interest payment date, each of which may vary among Tranches of any one series.


 


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


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 9.5.


 


“U.S. Government Obligations”
means (x) any security that is (i) a direct obligation of the United States of America for the payment of which the full faith
and credit of the United States of America are pledged or (ii) an obligation of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act of 1933) as custodian with respect to any U.S. Government Obligation that is specified in clause (x) above
and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal
of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the
U.S. Government Obligation evidenced by such depositary receipt.


 


“Unregistered Security”
means any Security issued hereunder that is not a Registered Security.


 


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


 


Section 1.2 Compliance
Certificates and Opinions. i. Except as otherwise expressly provided in this Indenture, upon any application or request by
the Company to the Trustee to take any action under any provision of this Indenture, the Company shall, if requested by the Trustee,
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.


 






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ii.             Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture
(except for certificates provided for in Section 10.4) shall include:


 


iii.            a statement that each individual signing such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto;


 


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


 


v.             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


 


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


 


Section 1.3 Form
of Documents Delivered to Trustee. i. 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.


 


ii.             Any certificate, statement or opinion of an officer of the Company may be based, insofar as it relates to legal matters,
upon a certificate or an Opinion of Counsel, or representations by counsel. Any such certificate, statement or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate, statement or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the
Company. Any certificate, statement or opinion of an officer of the Company or of counsel may be based, insofar as it relates to
accounting matters, upon a certificate, statement or opinion of, or representations by, an accountant or firm of accountants in
the employ of the Company. Any certificate, statement or opinion of, or representations by, any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.


 






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iii.            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 1.4 Acts
of Holders. i. Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in writing; 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. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of Unregistered Securities,
shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.


 


ii.             The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit
of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments
of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner acceptable to the Trustee.


 


iii.            The amount of Unregistered Securities held by any Person executing any such instrument or writings as the Holder
thereof, and the numbers of such Unregistered Securities, and the date of his holding the same, may be proved by the production
of such Unregistered Securities or by a certificate executed, as depositary, by any trust company, bank, banker or member of a
national securities exchange (wherever situated), if such certificate is in form satisfactory to the Trustee, showing that at
the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Unregistered Securities therein
described; or such facts may be proved by the certificate or affidavit of the Person executing such instrument or writing as the
Holder thereof, if such certificate or affidavit is in form satisfactory to the Trustee. The Trustee and the Company may assume
that such ownership of any Unregistered Securities continues until (1) another certificate bearing a later date issued in respect
of the same Unregistered Securities is produced or (2) such Unregistered Securities are produced by some other Person or (3) such
Unregistered Securities are registered as to principal or are surrendered in exchange for Registered Securities, or (4) such Unregistered
Securities are no longer Outstanding.


 


iv.            The fact and date of execution of any such instrument or writing and the amount and number of Unregistered Securities
held by the Person so executing such instrument or writing may also be proved in any other manner that the Trustee deems sufficient;
and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.


 






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v.             The principal amount (except as otherwise contemplated in clause (ii) of the proviso to the definition of “Outstanding”)
and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.


 


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


 


vii.           The Company may set a record date for purposes of determining the identity of Holders of any Outstanding Securities
of any series entitled to vote or consent to any action by vote or consent authorized or permitted by Section 5.12
or 5.13. Such record date shall be not less than 10 nor more than 60 days prior to the first solicitation of such consent
or the date of the most recent list of Holders of such Securities furnished to the Trustee pursuant to Section 7.1 prior
to such solicitation.


 


viii.          If the Company solicits from Holders any request, demand, authorization, direction, notice, consent, election, waiver
or other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, election, waiver or other Act, but the Company shall have no obligation
to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, election, waiver or
other Act may be given before or after such record date, but only the Holders of record at the close of business on the record
date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the Outstanding
Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, election,
waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of the record date.


 


Section 1.5 Notices,
Etc. to Trustee and Company. Except as otherwise provided herein, any request, demand, authorization, direction, notice, consent,
election, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with,


 


i.              the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office, Attention: [ ], or


 


ii.             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 overnight delivery service, 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 the General
Counsel, or at any other address furnished in writing to the Trustee by the Company prior to such mailing.


 






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Section 1.6 Notice
to Holders; Waiver. i. Except as otherwise expressly provided herein or otherwise specified with respect to any series of Securities
pursuant to Section 3.1, where this Indenture provides for notice of any event or reports to Holders, such notice or
report shall be sufficiently given if in writing and mailed, first-class postage prepaid, to each Holder of Registered Securities
affected by such event, at the address of such Holder as it appears in the Security Register and to addresses filed with the Trustee
or preserved on the Trustee’s list pursuant to Section 7.2(a) for other Holders (and to such other addressees
as may be required in the case of such notice or report under Section 313(c) of the Trust Indenture Act), not later than
the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or report.


 


ii.             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.


 


iii.            Notice shall be sufficiently given to Holders of Unregistered Securities if published in an Authorized Newspaper
in each of The City of New York and, if such Securities are listed on any securities exchange outside of the United States, in
the city in which such securities exchange is located, or in such other city or cities as may be specified in the Securities,
at least twice, the first publication to be not earlier than the earliest date, if any, and not later than the last date, if any,
prescribed for the giving of such notice. Any such notice shall be deemed to have been given on the date of such publication,
or if published more than once, on the date of the first such publication.


 


iv.            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 upon such waiver.


 


v.             In case by reason of the suspension of regular mail service or by reason of any other cause it is impracticable
to give such notice by mail, then such notification as shall be made at the direction of the Company and with the approval of
the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


vi.            If it is impractical in the opinion of the Trustee or the Company to make any publication of any notice required
hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given with the approval of
the Trustee shall constitute a sufficient publication of such notice.


 


Section 1.7 Conflict
With Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act
that is required under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 






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Section 1.8 Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.


 


Section 1.9 Successors
and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


 


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


 


Section 1.11
Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto (including any Paying Agent appointed pursuant to Section 10.2 and Authenticating Agent
appointed pursuant to Section 6.14 to the extent provided herein) and their successors hereunder and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.


 


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


 


Section 1.13
Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of
any Security is not a Business Day at any Place of Payment or the city in which the Corporate Trust Office of the Trustee is located,
then (notwithstanding any other provision of this Indenture or of the Securities, other than a provision in Securities of any series,
or in the Board Resolution, any indenture supplemental hereto or Officers’ Certificate that establishes the terms of such
Securities, that specifically states that such provision shall apply in lieu of this Section) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day
at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, Repayment Date,
or at the Stated Maturity, and such extension of time shall in such case be (1) excluded in the computation of interest, if any,
accruing on such Security at a fixed rate and (2) included in the computation of interest, if any, accruing on such Security at
a floating rate; provided, however, that if such extension would cause payment of interest at a floating rate to be made in the
next following calendar month, such payment shall be made on the next preceding Business Day.


 


Section 1.14
Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders of one
or more series. The Paying Agent or Security Registrar may make reasonable rules and set reasonable requirements for its functions.


 


Section 1.15
No Recourse Against Others. No past, present or future incorporator, director, officer, stockholder or employee,
as such, of the Company or any of its Affiliates or any successor corporation shall have any liability for any obligation, covenant
or agreement of the Company under this Indenture or any indenture supplemental hereto, or in the Securities or any coupon appertaining
thereto, or for any claim based on, in respect of or by reason of such obligations, covenants or agreements or their creation.
Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration
for the execution and delivery of this Indenture and the issue of the Securities.


 






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Article
II


 


SECURITY FORMS


 


Section 2.1 Forms
Generally. i. The Securities of each series and related coupons, if any, shall be in substantially such form as shall be established
by or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with law or with any rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform with general usage, all as may, consistently herewith, be determined by the officers executing
such Securities, as evidenced by their execution of the Securities. When the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be delivered to the Trustee at
or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities.


 


ii.            The definitive Securities shall be produced in such manner or combination of manners, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.


 


Section 2.2 Form
of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially
the following form:


 


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


 








	 	[     ]
	 	As Trustee
	 	 	 
	 	 	 
	 	By  	 
	 	 	Authorized Officer







 


Article
III


 


THE SECURITIES


 


Section 3.1 Amount
Unlimited; Issuable in Series. i. The aggregate principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited.


 






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ii.            The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and
set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series, any or all of the following, as applicable:


 


A.                the
title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);


 


B.                
the aggregate principal amount of the Securities and any limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4,
3.5, 3.6, 9.6, 11.6 or 12.4 and except for any Securities that, pursuant to Section 3.3,
are deemed never to have been authenticated and delivered hereunder);


 


C.                
the date or dates on which the principal and premium, if any, of the Securities of such series, or any Tranche thereof,
is payable or any formula or other method or other means by which such date or dates shall be determined, by reference to an index
or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension);


 


D.               
the rate or rates at which the Securities of such series, or any Tranche thereof, shall bear interest, if any (including
the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities
shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear interest,
if any), or any formula or other method or other means by which such rate or rates shall be determined, by reference to an index
or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest shall accrue;
the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable
on such Securities on any Interest Payment Date; the right of the Company, if any, to extend the interest payment periods and the
duration of any such extension as contemplated by Section 3.12; and the basis of computation of interest, if other
than as provided in Section 3.10;


 


E.                
the place or places where the principal of and premium, if any, and interest, if any, on Securities of the series,
or any Tranche thereof, shall be payable, any Registered Securities of the series, or any Tranche thereof, may be surrendered for
registration of transfer, Securities of the series, or any Tranche thereof, may be surrendered for exchange, and where notices
and demands to or upon the Company in respect of the Securities of the series, or any Tranche thereof, and this Indenture may be
served and notices to Holders pursuant to Section 1.6 will be published; the Security Registrar and any Paying Agent
or Agents for such series or Tranche; and if such is the case, that the principal of such Securities shall be payable without presentment
or surrender thereof;


 






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F.                 if
applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities
of the series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and, if other than by
a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;


 


G.                 the
obligation, if any, of the Company to redeem or purchase Securities of the series, or any Tranche thereof, pursuant to any sinking
fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices
at which and the terms and conditions upon which Securities of the series, or any Tranche thereof, shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;


 


H.               
the terms, if any, on which the Securities of such series will be subordinate in right and priority of payment to
other debt of the Company;


 


I.                  
the denominations in which any Registered Securities of the series shall be issuable, if other than denominations
of $1,000 and any integral multiple thereof, and the denominations in which any Unregistered Securities of the series shall be
issuable, if other than denominations of $5,000 and any integral multiple thereof;


 


J.                  
if other than the principal amount thereof, the portion of the principal amount of Securities of the series that
shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or how this portion
will be determined;


 


K.               
whether Securities of the series are to be issuable in whole or in part as Registered Securities, Unregistered Securities,
or both, whether Securities of the series are to be issuable with or without coupons, whether any Securities of the series are
to be issuable in whole or in part in the form of a Global Security or Securities and, such case, the Depositary for such Global
Security or Securities;


 


L.                
if other than the currency of the United States of America, the currency or currencies, including composite currencies,
in which the principal of or any premium or interest on the Securities of the series shall be payable and the manner of determining
the equivalent of any such amount in Dollars is to be determined for any purpose, including for the purpose of determining the
principal amount of such Securities deemed to be Outstanding at any time;


 


M.              
if the principal of or any premium or interest on the Securities of such series is to be payable, or is to be payable
at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or
other property, or the manner of determining such amount shall be determined, and the period or periods within which, and the terms
and conditions upon which, any such election may be made;


 


N.               
the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person
in whose name that Security is registered at the close of business on the Regular Record Date for such interest, and the manner
in which, or the Person to whom, any interest on any Unregistered Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner
in which, any interest payable on a temporary or permanent Global Security on an interest payment date will be paid;


 






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O.               
provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such
events as may be specified;


 


P.                 any
addition to or change in the Events of Default, with respect to the Securities of such series, and any addition to or change in
the covenants of the Company for the benefit of the Holders of the Securities of such series in addition to those set forth in
Article X;


 


Q.               
the terms and conditions, if any, pursuant to which the Securities of such series may be converted into or exchanged
for securities or other property of the Company or any other Person;


 


R.                
the terms and conditions, if any, pursuant to which the Company’s obligations under this Indenture may be terminated
through the deposit of money or Eligible Instruments as provided in Article IV;


 


S.                 
any exceptions to Section 1.13, or variation in the definition of Business Day, with respect to the Securities
of such series;


 


T.                 
any collateral security, assurance or guaranty for the Securities of such series;


 


U.               
the non-applicability of Section 6.8 to the Securities of such series or any exceptions or modifications
of Section 6.8 with respect to the Securities of such series;


 


V.               
any rights or duties of another Person to assume the obligations of the Company with respect to the Securities of
such series (whether as joint obligor, primary obligor, secondary obligor or substitute obligor) and any rights or duties to discharge
and release any obligor with respect to the Securities of such series or this Indenture to the extent related to such series; and


 


W.              
any other terms, conditions and rights of the series (which terms, conditions and rights shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 9.1(a)(v)).


 


iii.                       
All Securities of any one series (other than Securities offered in a Periodic Offering) and the coupons appertaining
to any Unregistered Securities of such series shall be substantially identical except in the case of Registered Securities as to
denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’
Certificate or in any such indenture supplemental hereto and as reasonably acceptable to the Trustee. Securities of different series
may differ in any respect. Not all Securities of any one series need be issued at the same time and unless otherwise provided,
a series may be reopened without the consent of the Holders for issuances of additional Securities of such series.


 






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iv.                       
If the terms and form or forms of any series of Securities are established by or pursuant to a Board Resolution,
the Company shall deliver a copy of such Board Resolution to the Trustee at or prior to the issuance of such series with (1) the
form or forms of Security that have been approved attached thereto, or (2) if such Board Resolution authorizes a specific officer
or officers to approve the terms and form or forms of the Securities, a certificate of such officer or officers approving the terms
and form or forms of Security with such form or forms of Securities attached thereto. Such Board Resolution or certificate may
provide general terms or parameters for Securities of any series and may provide that the specific terms of particular Securities
of a series may be determined in accordance with or pursuant to the Company Order referred to in Section 3.3.


 


v.                       
With respect to Securities of a series subject to a Periodic Offering, the indenture supplemental hereto or the Board
Resolution that establishes such series, or the Officers’ Certificate pursuant to such supplemental indenture or Board Resolution,
as the case may be, may provide general terms or parameters for Securities of such series and provide either that the specific
terms of Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company
or its agents in accordance with procedures specified in a Company Order as contemplated by Section 3.3(c).


 


vi.                       
Unless otherwise specified with respect to a series of Securities pursuant to paragraph (2) of Section 3.1(b),
such series of Securities may be issued in one or more Tranches with various principal amounts without the consent of any Holders
and additional Tranches of such series may be authenticated and delivered pursuant to Section 3.3.


 


Section 3.2 Denominations.
The Securities of each series shall be issuable in registered or unregistered form with or without coupons in such denominations
as shall be specified as contemplated by Section 3.1(b). In the absence of any such provisions with respect to the
Securities of any series, the Registered Securities of such series shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Unregistered Securities of such series shall be issuable in denominations of $5,000 and any integral multiple
thereof.


 


Section 3.3 Execution,
Authentication, Delivery, Form and Dating. i. The Securities shall be signed on behalf of the Company by its chairman of its
Board of Directors, its Chief Executive Officer, its Chief Financial Officer, its President, any Vice President, or its Treasurer.
The signature of any of these officers on the Securities may be manual or facsimile. The Securities shall be substantially in the
form of Exhibit A annexed hereto, which is part of this Indenture, with such appropriate insertions, omissions and other variations
as are required or permitted by this Indenture, and may have such legends or endorsements placed thereon, as any of these officers
may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this
Indenture. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not
affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. The coupons,
if any, of Unregistered Securities shall bear the manual or facsimile signature of any one of the officers referred to in the first
sentence of this Section 3.3(a).


 






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


 


iii.                At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities
of any series (or any Tranche thereof) executed by the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities (or such Tranche), and the Trustee in accordance with the Company Order
shall authenticate and deliver such Securities (or such Tranche); provided, however, that with respect to Securities of a series
subject to a Periodic Offering, (i) such Company Order may be delivered by the Company to the Trustee prior to the delivery to
the Trustee of such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of
such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount
established for such series, all pursuant to a Company Order or pursuant to such procedures acceptable to the Trustee as may be
specified from time to time by a Company Order, (iii) the maturity date or dates, original issue date or dates, interest rate
or rates and any other terms of Securities of such series shall be determined by Company Order or pursuant to such procedures
and (iv) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or
electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed
in writing.


 


iv.                In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying
upon, an Opinion of Counsel stating:


 


A.               
that such form of Securities has been established in conformity with the provisions of this Indenture;


 


B.                
that the terms of such Securities have been established in conformity with the provisions of this Indenture; and


 


C.                
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles
of equity.


 


v.                 Notwithstanding the provisions of Section 3.1 and of the preceding paragraphs of Sections 3.3(c) and
3.3(d) in connection with a Periodic Offering, if all Securities of a series are not to be originally issued at one time,
it shall not be necessary to deliver an Officers’ Certificate or execute a supplemental indenture otherwise required pursuant
to Section 3.1(b) or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraphs
at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.


 






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


 


vii.                       
Each Registered Security shall be dated the date of its authentication and each Unregistered Security shall be dated
the date of its original issuance.


 


viii.                       
No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee
by manual or facsimile signature and no coupon shall be valid until the Security to which it appertains has been so authenticated,
and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.


 


ix.                       
Notwithstanding the foregoing, until the Company has delivered an Officers’ Certificate to the Trustee and
the Security Registrar stating that, as a result of the action described, the Company would not suffer adverse consequences under
the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, the Trustee
or the Security Registrar will (i) deliver Unregistered Securities only outside the United States and its possessions and (ii)
release Unregistered Securities in definitive form to the person entitled to physical delivery thereof only upon presentation of
a certificate in the form prescribed by the Company.


 


Section 3.4 Temporary
Securities. i. Until definitive Securities of any series (including Global Securities) are ready for delivery, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver one or more temporary Securities that are produced
in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine,
as evidenced by their execution of such Securities. Temporary Unregistered Securities of a series may have coupons attached or
may be in the form of one or more temporary Global Securities that are Unregistered Securities of that series without coupons.
Every temporary Security shall be executed by the Company and authenticated by the Trustee (and Registered Securities shall be
registered by the Security Registrar) upon the same conditions, and with like effect, as a definitive Security.


 


ii.                       
If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to
be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations.
Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of such series.


 






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iii.                       
Every temporary Unregistered Security shall be substantially in the form approved by or pursuant to a Board Resolution
and shall be delivered to one of the Paying Agents located outside the United States and its possessions or to such other person
or persons as the Company shall direct against such certification as the Company may from time to time prescribe by or pursuant
to a Board Resolution.


 


Section 3.5 Registration,
Registration of Transfer and Exchange. i. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register 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 Securities and of transfers of Securities. The Trustee is
hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities
as herein provided.


 


ii.                       
Except in the case of Securities issued in the form of a Global Security, upon surrender for registration of transfer
of any Registered Security of any series at the office or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount.


 


iii.                       
If both Registered and Unregistered Securities are authorized for a series of Securities and the terms of such Securities
permit, (i) Unregistered Securities may be exchanged for an equal principal amount of Registered or Unregistered Securities of
the same series and date of maturity in any authorized denominations upon delivery to the Security Registrar (or a Paying Agent
(as herein defined), if the exchange is for Unregistered Securities) of the Unregistered Security with all unmatured coupons and
all matured coupons in default appertaining thereto and if all other requirements of the Security Registrar (or such Paying Agent)
and such Securities for such exchange are met, and (ii) Registered Securities, other than Securities issued in the form of a Global
Security (except as provided in Section 3.11), may be exchanged for an equal principal amount of Unregistered Securities
of the same series and date of maturity in any authorized denominations (except that any coupons appertaining to such Unregistered
Securities which have matured and have been paid shall be detached) upon delivery to the Security Registrar of the Registered
Securities and if all other requirements of the Security Registrar and such Securities for such exchange are met.


 


iv.                       
Notwithstanding the foregoing, the exchange of Unregistered Securities for Registered Securities or Registered Securities
for Unregistered Securities will be subject to the satisfaction of the provisions of United States law and regulations in effect
at the time of such exchange, and no exchange of Registered Securities for Unregistered Securities will be made until the Company
has notified the Trustee in an Officers’ Certificate and the Security Registrar that, as a result of such exchange, the
Company would not suffer adverse consequences under such law or regulations.


 






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


 


vi.                       
Every Security presented or surrendered for registration of transfer or for 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 such Holder’s attorney duly authorized in writing.


 


vii.                       
Unless otherwise provided in a Board Resolution or an Officers’ Certificate pursuant to a Board Resolution,
or in an indenture supplemental hereto, with respect to Securities of any series, no service charge shall be made to the Holder
for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 3.4, 9.6, 11.6 or 12.4 not involving any transfer.


 


viii.                       
The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during
a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of
that series selected for redemption under Section 11.3 and ending at the close of business on the day of such mailing,
or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


 


ix.                       
Unregistered Securities or any coupons appertaining thereto shall be transferable by delivery thereof.


 


Section 3.6 Mutilated,
Destroyed, Lost and Stolen Securities. i. If any mutilated Security or a Security with a mutilated coupon or coupons appertaining
to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
a replacement Registered Security, if such surrendered security was a Registered Security, or a replacement Unregistered Security
with coupons corresponding to the coupons appertaining to the surrendered Security, if such surrendered Security was an Unregistered
Security, of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


ii.                       
If there has been delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction,
loss or theft of any Security or any coupon or coupons appertaining thereto, and (ii) such bond, security or indemnity as may
be required by them to save each of them and any agent of either of them harmless, then, in the absence of actual notice to the
Company or the Trustee that such Security or any coupon or coupons appertaining thereto has been acquired by a bona fide purchaser,
the Company shall execute and upon its request the Trustee shall authenticate and deliver, a replacement Registered Security,
if such Holder’s claim pertains to a Registered Security, or a replacement Unregistered Security with coupons corresponding
to the coupons appertaining to the destroyed, lost or stolen Unregistered Security or the Unregistered Security to which such
destroyed, lost or stolen coupon or coupons appertains, if such Holder’s claim pertains to an Unregistered Security, of
the same series (and Tranche, if applicable) and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 






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


 


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


 


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


 


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


 


Section 3.7 Payment
of Interest; Interest Rights Preserved. i. Unless otherwise provided as contemplated by Section 3.1(b) with
respect to the Securities of any series, interest on any Registered Security that is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest; provided, however,
that interest payable at Maturity will be paid to the Person to whom principal is payable. In case an Unregistered Security of
any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency
of the Company in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such office
or agency) on the next succeeding Interest Payment Date, such Unregistered Security shall be surrendered without the coupon relating
to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Unregistered Security, but will be payable only to the Holder of such coupon when due in accordance
with provisions of this Indenture.


 






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


 


A.               
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior
to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 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 given pursuant to Section 1.6, 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 so given, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer
be payable pursuant to the following clause (ii). In case an Unregistered Security of any series is surrendered at the office or
agency of the Company in a Place of Payment for such series in exchange for a Registered Security of such series after the close
of business at such office or agency on any Special Record Date and before the opening of business at such office or agency on
the related proposed date for payment of Defaulted Interest, such Unregistered Security shall be surrendered without the coupon
relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect
of the Registered Security issued in exchange for such Unregistered Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.


 


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


 






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


 


iv.                       
Subject to the limitations set forth in Section 10.2, the Holder of any coupon appertaining to an Unregistered
Security shall be entitled to receive the interest payable on such coupon upon presentation and surrender of such coupon on or
after the Interest Payment Date of such coupon at an office or agency maintained for such purpose pursuant to Section 10.2.


 


Section 3.8 Persons
Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner
of such Registered Security for the purpose of receiving payment of principal of (and any premium) and (subject to Section 3.5
and Section 3.7) any interest 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.


 


Ownership of Registered Securities of a
series shall be proved by the computerized book-entry system of the Depositary in the case of Registered Securities issued in the
form of a Global Security. Ownership of Unregistered Securities may be proved by the production of such Unregistered Securities
or by a certificate or affidavit executed by the person holding such Unregistered Securities or by a depository with whom such
Unregistered Securities were deposited, if the certificate or affidavit is satisfactory to the Trustee and the Company. The Company,
the Trustee and any agent of the Company may treat the bearer of any Unregistered Security or coupon and the person in whose name
a Registered Security is registered as the absolute owner thereof for all purposes.


 


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


 


Section 3.9 Cancellation.
Except as otherwise specified as contemplated by Section 3.1(b) for Securities of any series, all Securities and
coupons surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not theretofore cancelled, shall
be promptly cancelled by it. Except as otherwise specified as contemplated by Section 3.1(b) for Securities of
any series, the Company may at any time deliver to the Trustee for cancellation any Securities or coupons previously authenticated
and delivered hereunder that the Company may have acquired in any manner whatsoever or that the Company has not issued and sold,
and all Securities or coupons so delivered shall be promptly cancelled by the Trustee. No Securities or coupons shall be authenticated
in lieu of or in exchange for any Securities or coupons cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities or coupons held by the Trustee shall be destroyed and the Trustee shall furnish an
affidavit to the Company (setting forth the serial numbers of such Securities) attesting to such destruction unless by a Company
Order the Company shall direct that the cancelled Securities or coupons be returned to it.


 






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Section 3.10
Computation of Interest. Except as otherwise specified as contemplated by Section 3.1(b) for Securities
of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.11
Global Securities; Exchanges; Registration and Registration of Transfer. If specified as contemplated by Section 3.1(b) for
Securities of any series, the Securities of such series may be issued in the form of one or more Global Securities, which shall
be deposited with the Depositary, and, unless otherwise specified in the form of Global Security adopted pursuant to Section 3.1,
be registered in the name of the Depository’s nominee.


 


Except as otherwise specified as contemplated
by Section 3.1(b) for Securities of any series, any permanent Global Security shall be exchangeable only as provided
in this paragraph. If the beneficial owners of interests in a permanent Global Security are entitled to exchange such interests
for Securities of such series of like tenor and principal amount of another authorized form, as specified as contemplated by Section 3.1(b),
then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities of that series in aggregate principal amount equal to the principal
amount of such permanent Global Security, executed by the Company. On or after the earliest date on which such interests may be
so exchanged, such permanent Global Security shall be surrendered from time to time in accordance with instructions given to the
Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 1.2 or be accompanied
by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities
of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent
Global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and
of like tenor as the portion of such permanent Global Security to be exchanged which, unless the Securities of the series are not
issuable both as Unregistered Securities and as Registered Securities, as specified as contemplated by Section 3.1(b),
shall be in the form of Unregistered Securities or Registered Securities, or any combination thereof, as shall be specified by
the beneficial owner thereof; provided, however, that no such exchanges may occur during the periods specified by Section 3.5;
and provided, further, that no Unregistered Security delivered in exchange for a portion of a permanent Global Security shall be
mailed or otherwise delivered to any location in the United States unless the Company has complied with Section 3.5(d). Promptly
following any such exchange in part, such permanent Global Security shall be returned by the Trustee, to the Depositary or such
other depositary referred to above, in accordance with the instructions of the Company referred to above.


 


The Global Security may be transferred to
another nominee of the Depositary, or to a successor Depositary selected by the Company, and upon surrender for registration of
transfer of the Global Security to the Trustee, the Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee, a new Global Security in the same aggregate principal amount. If at any time the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary and a successor Depositary satisfactory to the Company
is not appointed within 90 days after the Company receives such notice, the Company will execute, and the Trustee will authenticate
and deliver, Securities in definitive form to the Depositary in exchange for the Global Security. In addition, if at any time the
Company determines that it is not in the best interest of the Company or the beneficial owners of Securities to continue to have
a Global Security representing all of the Securities held by a Depositary, the Company may, at its option, execute, and the Trustee
will authenticate and deliver, Securities in definitive form to the Depositary in exchange for all or a portion of the Global Security.
Promptly after any such exchange of Securities in definitive form for all or a portion of the Global Security pursuant to this
paragraph, the Company shall promulgate regulations governing registration of transfers and exchanges of Securities in definitive
form, which regulations shall be reasonably satisfactory to the Trustee and shall thereafter bind every Holder of such Securities.


 






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Section 3.12
Extension of Interest Payment. The Company shall have the right at any time, so long as the Company is not in default
in the payment of interest on the Securities of any series hereunder, to extend interest payment periods on all Securities of one
or more series, if so specified as contemplated by Section 3.1(b) with respect to such Securities and upon such
terms as may be specified as contemplated by Section 3.1(b) with respect to such Securities. If the Company ever
so extends any such interest payment period, the Company shall promptly notify the Trustee.


 


Article
IV


 


SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 4.1 Satisfaction
and Discharge of Indenture. i. This Indenture shall upon Company Request cease to be of further effect with respect to the
Securities of any series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute instruments in form and substance satisfactory to
the Trustee and the Company acknowledging termination of the Company’s obligations under the Securities of such series and
this Indenture, when


 


A.               
either


 


(A)            
all Securities of such series previously authenticated and delivered (other than (1) Securities of such series that
have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 3.6 and (2) Securities
of such series that are deemed paid and discharged pursuant to Section 4.2) have been delivered to the Trustee for
cancellation; or


 


(B)             
all such Securities of such series not previously delivered to the Trustee for cancellation


 


   (1)              
have become due and payable (whether at Stated Maturity, early redemption or otherwise), or


 






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   (2)              
will become due and payable at their Stated Maturity within one year, or


 


   (3)              
if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company
in the case of (1), (2) or (3) above has irrevocably deposited or caused to be deposited with the Trustee as funds in trust solely
for the benefit of the Holders of the Securities of such series an amount in cash in the currency or composite currency in which
the Securities of such series are denominated, Eligible Obligations or any combination thereof, together (if necessary in the case
of a series of Securities not bearing interest at a fixed rate) with any Hedging Obligation, so that such funds in each case are
sufficient to pay principal of, and any premium and interest, if any, to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, on all Outstanding Securities of
such series;


 


B.                
the Company has paid or caused to be paid all other sums payable hereunder by the Company; and


 


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


 



ii.             Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under
Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money
has been deposited with the Trustee pursuant to subclause (B) of clause (i) of this Section, the obligations of the Trustee
under Section 4.5 and Section 10.3(e) shall survive.


 



iii.            Upon satisfaction and discharge of this Indenture as provided in this Section 4.1, the Trustee shall assign,
transfer and turn over to the Company, subject to the claim provided by Section 6.7, any and all money, securities
and other property then held by the Trustee for the benefit of the Holders of the Securities.


 


The Company may elect, at its option at
any time, to have Section 4.2 or Section 4.3 applied to the Outstanding Securities of any series in accordance
with any applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.1(b) for such Securities.


 


Section 4.2 Defeasance
and Discharge of Indenture. Upon the Company’s exercise of its option (if any) to have this Section applied to all
the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, and subject to the conditions
set forth in Section 4.4 being satisfied, the Company shall be deemed to have paid and discharged the entire indebtedness
on such Outstanding Securities of such series or Tranche on the 91st day after the date of the deposit referred to in subparagraph
(i) of Section 4.4, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series
or Tranche, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company,
shall at Company Request execute proper instruments acknowledging the same), except as to:


 






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i.              the rights of Holders of Securities of such series to receive, solely from the trust funds described in Section 4.5,
(x) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if
any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment
of principal or interest to and including the Redemption Date designated by the Company pursuant to subparagraph (x) of Section 4.4
and (y) the benefit of any mandatory sinking fund payments applicable to the Securities of such series or Tranche on the day on
which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series or Tranche;


 



ii.             the obligations of the Company and the Trustee with respect to such Securities of such series or Tranche under Sections 3.4,
3.5, 3.6, 6.14, 10.2 and 10.3 and, if the Company shall have designated a Redemption Date pursuant
to subparagraph (x) of Section 4.4, Sections 11.4 and 11.6; and


 


iii.            the Company’s obligations with respect to the Trustee under Section 6.7.


 


Section 4.3 Defeasance
of Certain Obligations. The Company may omit to comply with its obligations under the covenants contained in Sections 8.1,
10.5 and 10.6 with respect to any Security or Securities of any series (and in respect of any term, provision or
condition set forth in the covenants or restrictions specified for such Securities pursuant to Section 3.1(b), in any
supplemental indenture, Board Resolution or Officers’ Certificate establishing such Security), and the failure to comply
with any such provisions shall not constitute a Default or Event of Default under Section 5.1(3), provided that the
conditions set forth in Section 4.4 have been satisfied.


 


Section 4.4 Conditions
to Defeasance. The following conditions shall be the conditions to the application of Section 4.2 and Section 4.3
to any Outstanding Securities:


 


i.              the Company has deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (x) cash in Dollars
(or such other currency or composite currency in which such Securities are denominated) in an amount sufficient, or (y) Eligible
Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide
on or before the due date of any payment referred to in clause (1) or (2) of this subparagraph (a) money in an amount sufficient
or (z) a combination of such cash and Eligible Obligations, together (if necessary in the case of a series of Securities not bearing
interest at a fixed rate) with any Hedging Obligation so that such funds are sufficient, in the opinion of a nationally recognized
firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge (1) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest,
if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or to and including
the Redemption Date designated by the Company in accordance with Section 4.4(x) and (2) any mandatory sinking fund
payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of the Securities of such series;


 






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ii.             in the event of an election to have Section 4.2 apply, the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect
that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result
of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and
at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;


 


iii.            in the event of an election to have Section 4.3 apply, the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel to the effect that Holders of the Securities of such series will not recognize income, gain
or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on
the same amount and in the same manner and at the same times, as would have been the case if such deposit and defeasance had not
occurred;


 


iv.            such deposit will not result in a breach or violation of, or constitute a default under, any material agreement
or instrument (other than this Indenture) to which the Company is a party or by which it is bound;


 


v.             no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the
Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day
after such date;


 


vi.            the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with;
and


 


vii.           if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal
of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to
clause (a) of this Section 4.4, such Redemption Date shall be irrevocably designated by a Board Resolution delivered
to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied
by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company
not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 11.4.


 


Section 4.5 Application
of Trust Money. i. Neither the Eligible Obligations nor the funds deposited with the Trustee pursuant to Sections 4.1,
4.2 or 4.3, nor the principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for
any purpose other than, and shall be held in trust for, the payment of the principal of and premium, if any, and interest, if any,
on the Securities or portions of principal amount thereof in respect of which such deposit was made, all subject, however, to the
provisions of Section 6.6; provided, however, that, so long as no Event of Default has occurred and is continuing,
any cash received from such principal or interest payments on such Eligible Obligations deposited with the Trustee, if not then
needed for such purpose, shall, to the extent practicable, be invested in Eligible Obligations of the type described in Section 4.1
maturing at such times and in such amounts as shall be sufficient to pay when due the principal of and any premium and interest
due and to become due on such Securities or portions thereof on and prior to the Maturity thereof, and interest earned from such
reinvestment shall be paid over to the Company as received by the Trustee, free and clear of any trust, lien or pledge under this
Indenture except the claim provided by Section 6.7; and provided, further, that, so long as there shall not have occurred
and be continuing an Event of Default, any moneys held by the Trustee in accordance with this Section on the Maturity of all
such Securities in excess of the amount required to pay the principal of and premium, if any, and interest, if any, then due on
such Securities shall be paid over to the Company free and clear of any trust, lien or pledge under this Indenture except the claim
provided by Section 6.7.


 






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ii.                       
The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed
against Eligible Obligations deposited pursuant to Section 4.1, 4.2 or 4.3 or the principal and any
premium and interest received in respect of such obligations other than any payable by or on behalf of Holders.


 


iii.                       
The Trustee shall deliver or pay to the Company from time to time upon Company Request any Eligible Obligations
or money held by it as provided in Section 4.1, 4.2 or 4.3 that, in the opinion of a nationally recognized
firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then
in excess of the amount thereof that then would have been required to be deposited for the purpose for which such Eligible Obligations
or money was deposited or received. This provision shall not authorize the sale by the Trustee of any Eligible Obligations held
under this Indenture.


 


Section 4.6 Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities
by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released
pursuant to Section 4.2 or Section 4.3 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 4.5 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement
of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.


 






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Article
V


 


REMEDIES


 


Section 5.1 Events
of Default. “Event of Default”, wherever used herein with respect to Securities of any series, means any
one of the following events, unless such event is either inapplicable to a particular series or it is specifically deleted or modified
in the applicable Board Resolution or supplemental indenture under which such series of Securities is issued, as the case may be,
as contemplated by Section 3.1:


 


i.             default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance
of such default for a period of 30 days; provided, however, that a valid extension of the interest payment period by the Company
as contemplated in Section 3.12 shall not constitute a failure to pay interest for this purpose; or


 


ii.            default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity,
upon any redemption, by declaration or otherwise and, in the case of technical or administrative difficulties, only if such default
persists for a period of more than three Business Days; or


 


iii.           default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than
a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with
or which has expressly been included in this Indenture solely for the benefit of one or more series of Securities other than that
series), and continuance of such default or breach for a period of 75 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount
of the Outstanding Securities of such series a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or


 


iv.           the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of
the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization
or other similar law or (ii) 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 custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance
of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive
days; or


 


v.            the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent,
or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization
or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company
or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or


 






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vi.           any other Event of Default provided with respect to Securities of such series pursuant to Section 3.1(b).


 


Section 5.2 Acceleration
of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount
of the Outstanding Securities of such series, by a notice in writing to the Company (and to the Trustee if given by such Holders),
may declare the principal amount (or, if the Securities of such series are Original Issue Discount Securities or Indexed Securities,
such portion of the principal amount of such Securities as may be specified in the terms thereof) to be due and payable immediately
and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event
of Default specified in Section 5.1(d) or (e) occurs, the principal of all the Securities then Outstanding (or
if any such Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof) shall automatically become and be immediately due and payable without any
declaration or other act or notice on the part of the Trustee or any Holders of the Securities.


 


At any time after such a declaration of
acceleration with respect to Securities of one or more 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 Event or Events of Default giving
rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its
consequences shall, without further act, be deemed to have been rescinded and annulled, if


 


i.                     the
Company has paid or deposited irrevocably with the Trustee a sum sufficient to pay


 


   A.               
all overdue interest on all Outstanding Securities of any such series,


 


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


 


(B)             
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates borne
by such Securities, unless another rate is provided in such Securities, and


 


(C)             
all amounts due to the Trustee under Section 6.7; and


 


ii.                       
all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities
of that series that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


No such rescission shall affect any subsequent
Event of Default or impair any right consequent thereon.


 


Section 5.3 Collection
of Indebtedness and Suits for Enforcement by Trustee. If an Event of Default described in clause (a) or (b) of Section 5.1
has occurred and is continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of the Securities of the series with respect to which such Event of Default has occurred, the whole amount then due and payable
on such Securities for principal and any premium or interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates borne by such Securities,
unless another rate is provided in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover
any amounts due to the Trustee under Section 6.7.


 


If an Event of Default with respect to Securities
of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee deems 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 5.4 Trustee
May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities
or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered,
by intervention in such proceeding or otherwise,


 


i.                       
to file and prove a claim for the whole amount of principal and premium or interest owing and unpaid in respect of
the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for amounts due to the Trustee under Section 6.7) and of the Holders allowed in such judicial
proceeding, and


 


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


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount
due it under Section 6.7.


 






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


 


Section 5.5 Trustee
May Enforce Claims Without Possession of Securities or Coupons. All rights of action and claims under this Indenture or the
Securities or coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or coupons
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the amounts
due to the Trustee under Section 6.7, be for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.


 


Section 5.6 Application
of Money Collected. Any money collected by the Trustee pursuant to this Article V 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 any
premium and interest, upon presentation of the Securities in respect of which or for the benefit of which such money shall have
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 6.7;


 


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


 


THIRD: The balance, if any, to the Company.


 


The Trustee may fix a record date (with
respect to Registered Securities) and payment date for any such payment to Holders of Securities.


 


Section 5.7 Limitation
on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


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


 


ii.                       
the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that 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;


 


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


 






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


 


v.                       
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 aggregate principal amount of the Outstanding Securities of that 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 of such Holders of Securities of the same 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.


 


Section 5.8 Unconditional
Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium and
(subject to Section 3.7) interest on such Security on the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date, or, in the case of repayment at the option of the Holder, on the Repayment
Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent
of such Holder.


 


Section 5.9 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, subject to any determination in such proceeding, the Company, the Trustee and such
Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies
of the Trustee and such Holder shall continue as though no such proceeding had been instituted.


 


Section 5.10
Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6, 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 of any Securities to exercise
any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the
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.


 






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Section 5.12
Control by Holders. If an Event of Default shall have occurred and be continuing in respect of a series of Securities,
the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series or Tranche; provided, however, that if an Event of Default
has occurred and is continuing with respect to more than one series of Securities of equal ranking, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all such series of equal ranking, considered as one class, shall have
the right to make such direction, and not the Holders of the Securities of any one of such series of equal ranking; provided, further
that


 


i.                       
such direction shall not be in conflict with any rule of law or with this Indenture, and


 


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


 


Section 5.13
Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with
respect to such series and its consequences; provided that if any such past default has occurred with respect to more than one
series of Securities of equal ranking, the Holders of a majority in aggregate principal amount of the Outstanding Securities of
all such series of equal ranking, considered as one class, may make such waiver, and not the Holders of the Securities of any one
of such series of equal ranking, in each case, except a default


 


i.                       
in the payment of the principal of or premium or interest on any Security of such series, or


 


ii.                       
in respect of a covenant or provision hereof that under Section 9.2 cannot be modified or amended without
the consent of the Holder of each Outstanding 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 this Indenture,
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


Section 5.14
Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by such Holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, 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 aggregate principal amount of the Outstanding Securities
of all series in respect of which such suit may be brought, considered as one class, or to any suit instituted by any Holder for
the enforcement of the payment of the principal of or any premium or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date, or, in the case of repayment
at the option of the Holder, on or after the Repayment Date).


 






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


 


Article
VI


 


THE
TRUSTEE


 


Section 6.1 Certain
Duties and Responsibilities. i. Except during the continuance of an Event of Default with respect to Securities of any series,


 


A.               
the Trustee undertakes to perform, with respect to Securities of such series, 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


 


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


 


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


 


iii.                       
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


 






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


 


B.                
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;


 


C.                
the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Securities of any one or more
series, as provided herein, 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 with respect to the Securities of such
series; and


 


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


 


iv.                       
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 6.2 Notice
of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the
Trustee shall transmit by mail to all Holders of Securities of such series entitled to receive reports pursuant to Section 7.4(c)
(and, if Unregistered Securities of that series are outstanding, shall cause to be published at least once in an Authorized Newspaper
in The City of New York and, if Securities of that series are listed on any securities exchange outside of the United States, in
the city in which such securities exchange is located) notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of or
any premium or interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities
of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any default
of the character specified in Section 5.1(c) with respect to Securities of such series, no such notice to Holders shall
be given until at least 75 days after the occurrence thereof. For the purpose of this Section 6.2, the term “default”
means any event that is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities
of such series.


 


Section 6.3 Certain
Rights of Trustee. Subject to the provisions of Section 6.1 and to the applicable provisions of the Trust Indenture
Act:


 






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i.                       
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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or
parties;


 


ii.                       
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order, or as otherwise expressly provided herein, and any resolution of the Board of Directors may be sufficiently evidenced
by a Board Resolution;


 


iii.                       
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 and such Officers’ Certificate,
in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith thereof;


 


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


 


v.                       
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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such
request or direction;


 


vi.                       
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


 


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


 


Section 6.4 Not
Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture
or of the Securities of any series or any coupons. The Trustee or any Authenticating Agent shall not be accountable for the use
or application by the Company of Securities or the proceeds thereof. The Trustee shall not be responsible for and makes no representations
as to the Company’s ability or authority to issue the Unregistered Securities or the lawfulness thereof.


 






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Section 6.5 May
Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the
Company or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.6 Money
Held in Trust. Money held by the Trustee or by any Paying Agent (other than the Company if the Company shall act as 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 liable for interest on any money received by it hereunder except as expressly provided herein or otherwise
agreed with the Company.


 


Section 6.7 Compensation
and Reimbursement. The Company agrees


 


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


 


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


 


iii.                       
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense reasonably incurred
without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder 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.


 


As security for the performance of the obligations
of the Company under this Section, the Trustee shall have a claim prior to the Securities and any coupons upon all property and
funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of and any
premium and interest on particular Securities or any coupons.


 


Section 6.8 Disqualification;
Conflicting Interests. If the Trustee has or acquires any conflicting interest within the meaning of the Trust Indenture Act
with respect to the Securities of any series, it shall either eliminate such conflicting interest or resign to the extent, in the
manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this Indenture. For purposes
of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee
in respect of the equally ranked and unsecured Securities of any series, shall not be deemed to have a conflicting interest arising
from its capacity as trustee in respect of the equally ranked and unsecured Securities of any other series under this Indenture.


 






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Section 6.9 Corporate
Trustee Required; Eligibility. There shall at all times be a Trustee hereunder that shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such, having a combined capital and surplus of at least $50,000,000, subject to supervision
or examination by federal or state authority and qualified and eligible under this Article, provided that, neither the Company
nor any Affiliate of the Company or any obligor on the Securities may serve as Trustee of any Securities. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time the Trustee ceases to be eligible
in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified
in this Article.


 


Section 6.10
Resignation and Removal; Appointment of Successor. i. 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 in accordance with the applicable requirements of Section 6.11.


 


ii.                       
The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 has not 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 Securities of such series.


 


iii.                       
The Company may at any time by a Board Resolution remove the Trustee with respect to the Securities of any or all
series.


 


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


 


v.                       
If at any time:


 


A.               
the Trustee fails to comply with Section 6.8 with respect to the Securities of any series, after written
request therefor by the Company or by any Holder who has been a bona fide Holder of a Security of such series for at least six
months, or


 


B.                
the Trustee ceases to be eligible under Section 6.9 and fails to resign after written request therefor
by the Company or by any such Holder, or


 


C.                
the Trustee becomes incapable of acting or becomes adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property is appointed or any public officer takes charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,


 






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then, in any such case, subject to Section 5.14,
any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


vi.                       
If the Trustee resigns, is removed or becomes incapable of acting, or if a vacancy shall occur in the office of Trustee
for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint
a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be
only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of
Section 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 Securities of any series is appointed by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of
Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series has been so
appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder
who has been a bona fide Holder of a 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 Securities of such series.


 



vii.                       
The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities
of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to all Holders of Securities of such series entitled to receive reports pursuant
to Section 7.4(c) and, if any Unregistered Securities are outstanding, by publishing notice of such event once in an
Authorized Newspaper in The City of New York and, if any Unregistered Securities are listed on any securities exchange outside
of the United States, in the city in which such securities exchange is located. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.


 


viii.                       
All provisions of this Section except subparagraph (d) shall apply also to any Paying Agent located outside
the United States and its possessions.


 


Section 6.11
Acceptance of Appointment by Successor. i. In case of the appointment hereunder of a successor Trustee with respect
to the Securities of all series, every 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 the 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.


 






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


 


iii.                       
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.


 


iv.                       
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 the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case
any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such Securities. In case any Securities shall not have been
authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities, in either its
own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of
authentication of the Trustee.


 






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Section 6.13
Preferential Collection of Claims Against Company. The Trustee shall comply with Trust Indenture Act § 311(a),
excluding any creditor relationship listed in Trust Indenture Act § 311(b). A Trustee who has resigned or been removed shall
be subject to Trust Indenture Act § 311(a) to the extent indicated therein.


 


Section 6.14
Appointment of Authenticating Agent. i. At any time when any of the Securities remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents (which may include any Person that owns, directly or indirectly, all of the capital stock
of the Trustee or a corporation that is a wholly-owned subsidiary of the Trustee or of such other Person) with respect to one or
more series of Securities, or any Tranche thereof, that shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series or Tranche issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant
to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. If any Unregistered Securities are outstanding, the
Trustee shall publish notice of such event once in an Authorized Newspaper in The City of New York and, if any Unregistered Securities
are listed on any securities exchange outside of the United States, in the city in which such securities exchange is located. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority
in the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus
of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent ceases 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.


 


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


 






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iii.                       
An Authenticating Agent may resign with respect to one or more series of Securities at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent with
respect to one or more series of Securities by giving written notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent ceases to be
eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that is acceptable
to the Company and shall provide notice of such appointment to all Holders of Securities of the series or Tranche with respect
to which such Authenticating Agent will serve, as provided in paragraph (a) of this Section. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section. An Authenticating Agent appointed pursuant to this Section shall be
entitled to rely on Sections 1.11, 3.8, 6.4 and 6.5 hereunder.


 


iv.                       
The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services
under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7.


 


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


 


This is one of the Securities of the series
designated pursuant to and issued under the within-mentioned Indenture.


 





	 	[                       ]
	 	 	As Trustee
	 	 	 
	 	By: 	 
	 	 	As Authenticating Agent on behalf of the Trustee
	 	 	 
	 	 	 
	 	By:	 
	 	 	Authorized Officer of Authenticating Agent
	 	 	 
	Dated:	 	 	 







 



vi.                       
If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an
office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance
with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an Authenticating Agent (which,
if so requested by the Company, may be an Affiliate of the Company) having an office in a Place of Payment designated by the Company
with respect to such series of Securities.


 






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Article
VII


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.1 Company
to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:


 


i.                       
semi-annually, not later than the 15th day after each Regular Record Date for each series of Registered Securities
at the time Outstanding or on June 30 and December 31 of each year with respect to each series of Securities for which there are
no Regular Record Dates, a list, in such form as the Trustee may reasonably require, containing all the information in the possession
or control of the Company, or any of its Paying Agents other than the Trustee, of the names and addresses of the Holders of Registered
Securities of such series, including Holders of interests in Global Securities, as of such preceding Regular Record Date or on
June 15 or December 15, as the case may be, or, in the case of a series of non-interest bearing Securities, on a date to be
determined as contemplated pursuant to Section 3.1(b), and


 


ii.                       
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar for Registered
Securities other than Global Securities.


 


Section 7.2 Preservation
of Information; Communications to Holders. i. The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders of Registered Securities contained in the most recent list furnished to the Trustee as provided
in Section 7.1 and the names and addresses of Holders of Registered Securities received by the Trustee in its capacity
as Security Registrar or Paying Agent. The Trustee may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished.


 


ii.                       
If three or more Holders (herein referred to as “applicants”) apply in writing to the Trustee, and furnish
to the Trustee reasonable proof that each such applicant has owned a Security 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 with respect
to their rights under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or other communication
that such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application,
at its election, either


 






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A.               
afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.2(a),
or


 


B.                
inform such applicants as to the approximate number of Holders whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.2(a), and as to the approximate cost of mailing to
such Holders the form of proxy or other communication, if any, specified in such application.


 


If the Trustee elects not to afford such
applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder whose
name and address appear in the information preserved at the time by the Trustee in accordance with Section 7.2(a) a
copy of the form of proxy or other communication that is specified in such request, with reasonable promptness after a tender to
the Trustee by the applicants 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 interest of the Holders 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, enters 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 finds, after notice and opportunity for hearing, that all the objections so sustained have been
met and enters 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 by such applicants; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.


 


iii.                       
Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee
that neither the Company nor the Trustee nor any agent of either of them 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 7.2(b), regardless
of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 7.2(b).


 


Section 7.3 Reports
by Trustee. i. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.


 


ii.                       
Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later
than July 1 in each calendar year, commencing with the first July 1 after the first issuance of Securities pursuant to this Indenture.


 


iii.                       
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each
securities exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the
Trustee in writing when any Securities are listed on any securities exchange.


 






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Section 7.4 Reports
by Company. The Company shall:


 


i.                       
file with the Trustee, within 15 days after the Company files 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) that the Company may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934; or, if the Company is not required to file
information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to Section 13 of the U.S. Securities Exchange Act of 1934
in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such
rules and regulations;


 


ii.                       
file with the Trustee and the Commission, in accordance with rules and regulations prescribed 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


 


iii.                       
transmit by mail to all Holders of Registered Securities, as their names and addresses appear in the Security Register,
to such Holders of Unregistered Securities as have, within the two years preceding such transmission, filed their names and addresses
with the Trustee for that purpose and to each Holder whose name and address is then preserved on the Trustee’s list pursuant
to the first sentence of Section 7.2(a), 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.


 


Article
VIII


 


CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


Section 8.1 Company
May Consolidate, Etc. Only on Certain Terms. The Company shall not consolidate with or merge with or into, or convey, transfer
or lease all or substantially all of its properties and assets to any Person (other than to one or more of the Company’s
wholly-owned subsidiaries), unless:


 


i.                       
either (x) the Company shall be the continuing corporation or the successor corporation or (y) the Person formed
by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease the properties
and assets of the Company substantially as an entirety shall be a Person organized and existing under the laws of the United States
of America, any State thereof or the District of Columbia and 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 any premium
and interest on all the Outstanding Securities and the performance of every covenant and obligation of this Indenture on the part
of the Company to be performed or observed;


 






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


 


iii.                       
if the Company is not the continuing or successor corporation, 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 such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have
been met.


 


Section 8.2 Successor
Substituted for the Company. Upon any consolidation or merger or any conveyance, transfer or lease of all or substantially
all the properties and assets of the Company in accordance with Section 8.1, 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, in the case of a conveyance, transfer or lease of properties and assets of
the Company substantially as an entirety, such conveyance, transfer or lease shall have the effect of releasing the Person named
as the “Company” in the first paragraph of this instrument or any successor Person that shall theretofore have become
such in the manner prescribed in this Article from its liability as obligor and maker on any of the Securities.


 


Article
IX


 


SUPPLEMENTAL INDENTURES


 


Section 9.1 Supplemental
Indentures Without Consent of Holders. (a) Without the consent of any Holders, the Company and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:


 


i.                       
to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants
of the Company herein and in the Securities; or


 


ii.                       
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if
such covenants are to be for the benefit of less than all series of Securities, 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


 


iii.                       
to add any additional Events of Default with respect to all or any series of Securities Outstanding hereunder; or


 






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iv.                       
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons;
or


 


v.                       
to change or eliminate any of the provisions of this Indenture, or to add any new provision to this Indenture, in
respect of one or more series of Securities; provided, however, that any such change, elimination or addition (a) shall neither
(i) apply to any Security Outstanding on the date of such indenture supplemental hereto nor (ii) modify the rights of the Holder
of any such Security Outstanding with respect to such provision in effect prior to the date of such indenture supplemental hereto
or (b) shall become effective only when no Security of such series remains Outstanding; or


 


vi.                       
to add guarantees or collateral security with respect to the Securities of any series; or


 


vii.                       
to establish for the issuance of and establish the form or terms and conditions of Securities of any series or Tranche
thereof as permitted by Section 3.1(b), and to establish the form of any certificates required to be furnished pursuant to
the terms of this Indenture or any series of Securities; or


 


viii.                       
to provide for uncertificated Securities in addition to or in place of all, or any series or Tranche of, certificated
Securities; or


 


ix.                       
to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee or co-trustee
with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11(b); or


 


x.                       
to change any place or places where (a) the principal of or premium, if any, or interest, if any, on all or
any series of Securities, or any Tranche thereof, shall be payable, (b) all or any series of Securities, or any Tranche thereof,
may be surrendered for registration or transfer, (c) all or any series of Securities, or any Tranche thereof, may be surrendered
for exchange or conversion and (d) notices and demands to or upon the Company in respect of all or any series of Securities, or
any Tranche thereof, and this Indenture may be served; or


 


xi.                       
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, or any Tranche thereof, pursuant to Article IV, provided that any
such action shall not adversely affect the interests of the Holders of Securities of such series or Tranche or any other series
of Securities in any material respect; or


 


xii.                       
(i) to cure any ambiguity or omission or to correct or supplement any provision contained herein or in any supplemental
indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or
(ii) to conform the terms of any series of Securities, or Tranche thereof, to the description thereof in the prospectus and prospectus
supplement (or similar offering document) offering such series of Securities, or Tranche thereof; or


 






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xiii.                       
to make any other provisions with respect to matters or questions arising under this Indenture, provided such action
shall not adversely affect the interests of the Holders of any Securities of any series or Tranche Outstanding on the date of such
indenture supplemental hereto in any material respect.


 


Without limiting the generality of the foregoing,
if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter becomes
amended and


 


A.               
if any such amendment requires one or more changes to any provisions hereof or the inclusion herein of any additional
provisions, or by operation of law is deemed to effect such changes or incorporate such provisions by reference or otherwise, this
Indenture shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company and
the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to effect or evidence such changes
or additional provisions; or


 


B.                
if any such amendment permits one or more changes to, or the elimination of, any provisions hereof that, at the date
hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein (or if it is no longer required
by the Trust Indenture Act for the Indenture to contain one or more provisions), this Indenture shall be deemed to have been amended
to effect such changes or elimination, and the Company and the Trustee may, without the consent of any Holders, enter into an indenture
supplemental hereto to evidence such amendment hereof; or


 


C.                
if, by reason of any such amendment, it shall be no longer necessary for this Indenture to contain one or more provisions
that, at the date of the execution and delivery hereof, are required by the Trust Indenture Act to be contained herein, the Company
and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to effect the elimination
of such provisions.


 


Section 9.2 Supplemental
Indentures With Consent of Holders. i. Except as set forth in paragraph (b) below, with the consent of the Holders of
not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected (voting as one class)
by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by
a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide
that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the Trustee may,
from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Holders of the Securities of each such series or of the Coupons appertaining to such Securities
or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that
if there are Securities of more than one series of equal ranking Outstanding hereunder and if a proposed supplemental indenture
shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent
only of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required.


 






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(b)No such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby,


 


A.               
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security,
or reduce the principal amount or premium, if any, thereof or the rate of interest thereon (or the amount of any installment of
interest thereon) or any premium payable upon the redemption thereof, or change the method of calculating the rate of interest
thereon, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2, or change the coin or currency (or other property)
in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date, or,
in the case of repayment at the option of the Holders, on or after the Repayment Date), or modify any provisions of this Indenture
with respect to the conversion or exchange of the Securities into Securities of another series or into any other debt or equity
securities in a manner adverse to the Holders; or


 


B.                
modify any of the provisions of this Section, Section 5.13 or Section 10.6, except to increase
any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require
the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this
Section and Section 10.6, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and
9.1(ix).


 


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


 


It shall not be necessary for any Act of
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 waiver by a Holder of such Holder’s rights to consent under this Section shall
be deemed to be a consent of such Holder.


 


Section 9.3 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 6.1) 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. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


 






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Section 9.4 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 Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture
permitted by this Article may restate this Indenture in its entirety, and, upon the execution and delivery thereof, any such
restatement shall supersede this Indenture as theretofore in effect for all purposes.


 


Section 9.5 Conformity
With Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements
of the Trust Indenture Act as then in effect.


 


Section 9.6 Reference
in Securities to Supplemental Indentures. Securities of any series, or any Tranche thereof, 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 so determines, new
Securities of any series, or any Tranche thereof, and any appertaining coupons so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered
by the Trustee in exchange for Outstanding Securities of such series or Tranche and any appertaining coupons.


 


Section 9.7 Revocation
and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder
may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the
date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount
of Securities have consented to the amendment or waiver. After an amendment or waiver becomes effective, it shall bind every Holder
of each series of Securities affected by such amendment or waiver.


 


The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment or waiver. If a record date
is fixed, then notwithstanding the provisions of the immediately preceding paragraph, those persons who were Holders at such record
date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment or waiver or to
revoke any consent previously given, whether or not such persons continue to be Holders after such record date.


 


After an amendment or waiver becomes effective
it shall bind every Holder, unless it is of the type described in any of clauses (i) through (ii) of Section 9.2(b).
In such case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder
of a Security that evidences the same debt as the consenting Holder’s Security.


 






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Section 9.8 Modification
Without Supplemental Indenture. If the terms of any particular series of Securities have been established in a Board Resolution
or an Officers’ Certificate as contemplated by Section 3.1, and not in an indenture supplemental hereto, additions
to, changes in or the elimination of any of such terms may be effected by means of a supplemental Board Resolution or Officers’
Certificate, as the case may be, delivered to, and accepted by, the Trustee; provided, however, that such supplemental Board Resolution
or Officers’ Certificate shall not be accepted by the Trustee or otherwise be effective unless all conditions set forth in
this Indenture that would be required to be satisfied if such additions, changes or elimination were contained in a supplemental
indenture shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such supplemental Board Resolution
or Officers’ Certificate shall be deemed to be a “supplemental indenture” for purposes of Sections 9.4
and 9.6.


 


Article
X


 


COVENANTS


 


Section 10.1
Payment of Principal, Premium and Interest. i. Subject to the following provisions, the Company will pay to the Trustee
the amounts, in such coin or currency as is at the time legal tender for the payment of public or private debt, in the manner,
at the times and for the purposes set forth herein and in the text of the Securities for each series, and the Company hereby authorizes
and directs the Trustee from funds so paid to it to make or cause to be made payment of the principal of and any premium and interest
on the Securities and coupons of each series as set forth herein and in the text of such Securities and coupons. Unless otherwise
provided in the Securities of a series, the Trustee will arrange directly with any Paying Agents for the payment, or the Trustee
will make payment, from funds furnished by the Company, of the principal of and any premium and interest, on the Securities and
coupons of each series by check or draft.


 


ii.                       
Unless otherwise provided in the Securities of a series, interest, if any, on Registered Securities of a series shall
be paid by check or draft on each Interest Payment Date for such series to the Holder thereof at the close of business on the Regular
Record Date specified in the Securities of such series; provided, however, that interest payable at Maturity will be paid to the
Person to whom principal is payable. The Company may pay such interest by check or draft mailed to such Holder’s address
as it appears on the register for Securities of such series. Unless otherwise provided in the Securities of a series, principal
of Registered Securities shall be payable by check or draft and only against presentation and surrender of such Registered Securities
at the office of the Paying Agent, unless the Company shall have otherwise instructed the Trustee in writing.


 


iii.                       
Unless otherwise provided in the Securities of a series, (i) interest, if any, on Unregistered Securities shall
be paid by check or draft and only against presentation and surrender of the coupons for such interest installments as are evidenced
thereby as they mature and (ii) original issue discount (as defined in Section 1273 of the Code), if any, on Unregistered
Securities shall be paid by check or draft and only against presentation and surrender of such Securities, in either case at the
office of a Paying Agent located outside of the United States and its possessions, unless the Company has otherwise instructed
the Trustee in an Officers’ Certificate. Unless otherwise provided in the Securities of a series, principal of and premium,
if any, of Unregistered Securities shall be paid by check or draft and only against presentation and surrender of such Securities
as provided in the Securities of a series. If at the time a payment of principal of and premium, if any, or interest, if any,
or original issue discount, if any, on an Unregistered Security or coupon becomes due and the payment of the full amount so payable
at the office or offices of all the Paying Agents outside the United States and its possessions is illegal or effectively precluded
because of the imposition of exchange controls or other similar restrictions on the payment of such amount in United States currency,
then the Company may instruct the Trustee in an Officers’ Certificate to make such payments at the office of a Paying Agent
located in the United States. The Company hereby covenants and agrees that it shall not so instruct the Trustee with respect to
payment in the United States if such payment would cause such Unregistered Security to be treated as a “registration-required
obligation” under United States law and regulations.


 






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iv.                       
At the election of the Company, any payments by the Company provided for in this Indenture or in any of the Securities
may be made by electronic funds transfer.


 


Section 10.2
Maintenance of Office or Agency. i. The Company will maintain in each Place of Payment for any series of Securities,
or any Tranche thereof, an office or agency where Registered Securities, or any Tranche thereof, of that series may be surrendered
for registration of transfer or exchange and a Place of Payment where (subject to Sections 3.5 and 3.7) Securities
may be presented for payment or exchange and where notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. The Company may appoint one or more co-Security Registrars acceptable to the Trustee and
one or more additional Paying Agents for each series of Securities, and the Company may terminate the appointment of any co-Security
Registrar or Paying Agent at any time upon written notice. The term “Security Registrar” includes any co-Security Registrar.
The term “Paying Agent” includes any additional Paying Agent. The Company shall notify the Trustee of the name and
address of any Agent not a party to this Indenture. Subject to Section 3.5, if the Company fails to maintain a Security
Registrar or Paying Agent, the Trustee shall act as such.


 


The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required
office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.


 


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


 






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iii.                       
Anything herein to the contrary notwithstanding, any office or agency required by this Section may be maintained
at any office of the Company in which event the Company shall perform all functions to be performed at such office or agency.


 


Section 10.3
Money for Securities Payments to Be Held in Trust. i. If the Company at any time acts as its own Paying Agent with
respect to any series of Securities, or any Tranche thereof, it will, on or before each due date of the principal of or any premium
or interest on any of such Securities, 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 are 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.


 


ii.                       
Whenever the Company has one or more Paying Agents for any series of Securities, it will, on or prior to (and if on, then
before 11:00 a.m. (New York City time)) each due date of the principal of and any premium or interest on such Securities, deposit
with a Paying Agent a sum sufficient (in immediately available funds, if payment is made on the due date) to pay the principal
and any premium and interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest as provided in the Trust Indenture Act and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.


 


iii.                       
The Company will cause each Paying Agent for any series of Securities, or any Tranche thereof, 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:


 


A.               
comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent, and


 


B.                
during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in
the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to
the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.


 


iv.                       
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.


 


v.                       
Any money deposited with the Trustee or any Paying Agent, or received by the Trustee in respect of Eligible Obligations
deposited with the Trustee pursuant to Section 4.1 or 4.4, or then held by the Company, in trust for the payment
of the principal of and any premium or interest on any Security of any series and remaining unclaimed for two years (or such shorter
period for the return of such funds to the Company under applicable abandoned property laws) after such principal, premium or
interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security 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.


 






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Section 10.4
Statement as to Compliance. The Company will deliver to the Trustee, within 120 days after the end of each fiscal
year of the Company ending after the date hereof, a written statement, which need not comply with Section 1.2, signed
by the principal executive officer, the principal financial officer or the principal accounting officer of the Company stating,
as to each signer thereof stating whether or not to the knowledge of the signers thereof it is in default in the performance and
observance of any of the terms, provisions, and conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and, if it is in default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.


 


Section 10.5
Corporate Existence. Subject to Article VIII, 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, in the judgment of the Company,
the preservation thereof is no longer desirable in the conduct of the business of the Company.


 


Section 10.6
Waiver of Certain Covenants. Except as otherwise specified as contemplated by Section 3.1 for Securities
of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in (i) any additional covenants or restrictions specified with respect to the Securities
of any series as contemplated by Section 3.1 if before the time for such compliance the Holders of not less than a
majority in aggregate principal amount (or such larger proportion as may be required in respect of waiving a past default of any
such additional covenant or restriction) of the Outstanding Securities of all series of equal ranking with respect to which such
covenant or restriction was so specified, considered as one class, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition and (ii) Sections 10.2, 10.4,
10.5 and Article VIII if before the time for such compliance the Holders of at least a majority in principal
amount of Securities of all series of equal ranking Outstanding under this Indenture by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term, provision or condition; but, in the case of clause (i)
or (ii) of this Section, no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver becomes 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
XI


 


REDEMPTION OF SECURITIES


 


Section 11.1
Applicability of Article. Securities of any series that are redeemable before their Stated Maturity (or, if the principal
of the Securities of any series is payable in installments, the Stated Maturity of the final installment of the principal thereof)
shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1(b) for
Securities of any series) in accordance with this Article.


 


Section 11.2
Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or an Officers’ Certificate. In case of any redemption at the election of the Company of less than all
the Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter
notice is satisfactory to the Trustee in its sole discretion), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series to be redeemed. In the case of any redemption of Securities (a) prior to the expiration
of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant
to an election of the Company that is subject to a condition specified in the terms of such Securities the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 


Section 11.3
Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed,
unless the procedures of the Depositary provide otherwise, the particular Securities to be redeemed shall be selected by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method as is provided for any particular
series, or, in the absence of any such provision, by such method as the Trustee deems fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of that series; provided, however, that if, as indicated in an Officers’ Certificate, the Company
has offered to purchase all or any principal amount of the Securities then Outstanding of any series, and less than all of such
Securities as to which such offer was made have been tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such Securities that have not been so tendered.


 


The Trustee shall promptly notify the Company
and the Security Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected for
partial redemption, the principal amount thereof to be redeemed and the method it has chosen for the selection of such Securities.


 


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


 






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Section 11.4
Notice of Redemption. Unless otherwise specified as contemplated by Section 3.1 with respect to any series
of Securities, notice of redemption shall be given by electronic transmission or first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at such Holder’s
address appearing in the Security Register.


 


If Unregistered Securities are to be redeemed,
notice of redemption shall be published in an Authorized Newspaper in The City of New York and, if such Securities to be redeemed
are listed on any securities exchange outside of the United States, in the city in which such securities exchange is located, or
in such other city or cities as may be specified in the Securities, once in each of two different calendar weeks, the first publication
to be not less than 30 nor more than 90 days before the redemption date.


 


All notices of redemption shall state:


 



i.                       
the Redemption Date,


 


ii.                       
the Redemption Price, or the formula pursuant to which the Redemption Price is to be determined if the Redemption
Price cannot be determined at the time notice is given,


 


iii.                       
if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case
of partial redemption, the principal amounts) of the particular Securities to be redeemed, and the portion of the principal amount
of any Security to be redeemed in part and, in the case of any such Security of such series to be redeemed in part, that, on and
after the Redemption Date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal
to the remaining unpaid principal amount thereof will be issued as provided in Section 11.6,


 


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


 


v.                       
the place or places where such Securities and all unmatured coupons are to be surrendered for payment of the Redemption
Price and accrued interest, if any,


 


vi.                       
that the redemption is for a sinking fund, if such is the case,


 


vii.                       
the CUSIP, “ISIN” or similar number(s), if any, assigned to such Securities; provided however, that
such notice may state that no representation is made as to the correctness of CUSIP, “ISIN” or similar number(s),
and the redemption of such Securities shall not be affected by any defect in or omission of such number(s), and


 


viii.                       
such other matters as the Company shall deem desirable or appropriate.


 


Unless otherwise specified with respect
to any Securities in accordance with Section 3.1, with respect to any notice of redemption of Securities at the election
of the Company, unless, upon the giving of such notice, such Securities are deemed to have been paid in accordance with Section 4.1,
such notice may state that such redemption shall be conditional upon the receipt by the Paying Agent or Agents for such Securities,
on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest,
if any, on such Securities and that if such money has not been so received such notice shall be of no force or effect and the Company
shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such
money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the
manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to
be made, and the Paying Agent or Agents for the Securities otherwise to have been redeemed shall promptly return to the Holders
thereof any of such Securities that had been surrendered for payment upon such redemption.


 






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Notice of redemption of Securities to be
redeemed at the election of the Company, and any notice of non-satisfaction of a condition for redemption as aforesaid, shall be
given by the Company or, at the Company’s request, by the Security Registrar in the name and at the expense of the Company.
Notice of mandatory redemption of Securities shall be given by the Security Registrar in the name and at the expense of the Company.


 


Section 11.5
Securities Payable on Redemption Date. i. Notice of redemption having been given as aforesaid, and the conditions,
if any, set forth in such notice having been satisfied, the Securities or portions thereof so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company defaults
in the payment of the Redemption Price and accrued interest, if any) such Securities, or portions thereof, if interest-bearing,
shall cease to bear interest. Upon surrender of any such Security together with all unmatured coupons for redemption in accordance
with said notice, such Security or portion thereof, if any, shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date but in the case of Unregistered Securities installments of interest due on or
prior to the Redemption Date will be payable to the bearers of the coupons for such interest by check or draft upon surrender of
such coupons; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Regular Record Dates according to their terms and the provisions of Section 3.7.


 


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


 


Section 11.6
Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing),
and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series, of any authorized denomination as requested by such Holder, and of like tenor
and in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.


 






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Article
XII


 


REPAYMENT OF SECURITIES AT OPTION OF HOLDERS


 


Section 12.1
Applicability of Article. Securities of any series that are repayable before their Stated Maturity at the option
of the Holders shall be repayable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1
for Securities of any series) in accordance with this Article.


 


Section 12.2
Notice of Repayment Date. Notice of any Repayment Date with respect to Securities of any series shall be given by
the Company not less than 30 nor more than 45 days prior to such Repayment Date (or at such other times as may be specified for
such repayment or repurchase pursuant to Section 3.1) to each Holder of Securities of such series in accordance with
Section 1.6 (except as otherwise specified as contemplated by Section 3.1 for Securities of any series).


 


The notice as to the Repayment Date shall
state (unless otherwise specified for such repayment or repurchase pursuant to Section 3.1):


 


i.                       
the Repayment Date;


 


ii.                       
the principal amount of the Securities required to be repaid or repurchased and the Repayment Price (or the formula
pursuant to which the Repayment Price is to be determined if the Repayment Price cannot be determined at the time the notice is
given);


 


iii.                       
the place or places where such Securities are to be surrendered for payment of the Repayment Price, and accrued
interest, if any, and the date by which Securities must be so surrendered in order to be repaid or repurchased;


 


iv.                       
that any Security not tendered or accepted for payment shall continue to accrue interest;


 


v.                       
that, unless the Company defaults in making such payment or the Paying Agent is prohibited from paying such money
to the Holders on that date pursuant to the terms of this Indenture, Securities accepted for payment pursuant to any such offer
of repayment or repurchase shall cease to accrue interest after the Repayment Date;


 


vi.                       
that Holders electing to have a Security repaid or purchased pursuant to such offer may elect to have all or any
portion of such Security purchased;


 


vii.                       
that Holders electing to have a Security repaid or repurchased pursuant to any such offer shall be required to surrender
the Security, with such customary documents of surrender and transfer as the Company may reasonably request, duly completed, or
transfer by book-entry transfer, to the Company or the Paying Agent at the address specified in the notice at least two Business
Days prior to the Repayment Date;


 






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viii.                       
that Holders shall be entitled to withdraw their election if the Company or the Paying Agent, as the case may be,
receives, not later than the expiration of the offer to repay or repurchase, a telegram, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such
Holder is withdrawing its election to have such Security purchased;


 


ix.                       
that, in the case of a repayment or repurchase of less than all Outstanding Securities of a series, the method of
selection of Securities to be repaid or repurchased to be applied by the Trustee if the principal amount of properly tendered
Securities exceeds the principal amount of the Securities to be repaid or repurchased;


 


x.                       
that Holders whose Securities are purchased only in part shall be issued new Securities of the same series equal
in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and


 


xi.                       
the CUSIP or other identification number, if any, printed on the Securities being repurchased and that no representation
is made as to the correctness or accuracy of the CUSIP or other identification number, if any, listed in such notice or printed
on the Securities.


 


Section 12.3
Securities Payable on Repayment Date. The form of option to elect repurchase or repayment having been delivered as
specified in the form of Security for such series, the Securities of such series so to be repaid (after application of the method
of selection described pursuant to clause (9) of Section 12.2, if the principal amount of properly tendered Securities
exceeds the principal amount of the Securities to be repaid or repurchased) shall, on the Repayment Date, become due and payable
at the Repayment Price applicable thereto and from and after such date (unless the Company defaults in the payment of the Repayment
Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for repayment in
accordance with said notice, such Security shall be paid by the Company at the Repayment Price together with accrued interest,
if any, to the Repayment Date; provided, however, that if a Security is repaid or repurchased on or after a Regular Record Date
but on or prior to the Stated Maturity of any installments of interest, then any accrued and unpaid interest due on such Stated
Maturity shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Regular Record Dates according to their terms and the provisions of Section 3.7.


 


If any Security is not paid upon surrender
thereof for repayment, the principal (and premium, if any) shall, until paid, bear interest from the Repayment Date at the rate
prescribed therefor in such Security.


 


Section 12.4
Securities Repaid in Part. Any Security that by its terms may be repaid in part at the option of the Holder and that
is to be repaid only in part shall be surrendered at any office or agency of the Company designated for that purpose pursuant to
Section 10.2 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, as provided in Section 3.5, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in exchange for the unrepaid portion of the principal of
the Security so surrendered.


 






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


 


[REMAINDER OF THE PAGE INTENTIONALLY
LEFT BLANK]


 




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


 





	 	CERES, INC.
	 	 	 
	[CORPORATE SEAL]	 	 
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title
	Attest:	 	 
	 	 	 
	Secretary	 	 
	 	 	[TRUSTEE]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


 


[Signature Page to Indenture]


 




    	 



    	 



    

 


EXHIBIT A


 


(Form of Face of Security)


 


[THIS SECURITY IS ISSUED IN GLOBAL FORM
AND REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) OR A NOMINEE THEREOF.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE INDENTURE (AS DEFINED BELOW),
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE
OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.]*


 


* Insert in Global Security only.


 


CERES, INC.


 


% [SENIOR/SUBORDINATED] NOTE DUE


 





	 	 
	 	CUSIP:
	 	ISIN:
	 	Common Code:







 


 


Ceres, Inc., a Delaware corporation, promises
to pay to [Cede & Co.]* [   ], or registered assigns, the principal sum of      Dollars on      .


 


Interest Payment Dates:      and


 


Record Dates:      and


 


Additional provisions of this Security are
set forth on the reverse hereof.


 


I* Insert in Global Security only.


 



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IN WITNESS WHEREOF, the Company has caused
this Security to be signed manually or by facsimile by its duly authorized officer.


 





	 	CERES, INC.
	 	 	 
	 	By	 
	 	Name: 	 
	 	Title:	 



 


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







 


	 	[      ]
	 	 	 
	 	as Trustee
	 	 	 
	 	By       	 
	 	 	Authorized Officer







 




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(Form of Reverse of Security)






CERES, INC.






% [SENIOR/SUBORDINATED] NOTE DUE






 


1.Interest. Ceres, Inc., a Delaware
corporation (such corporation, and its successors and assigns under the Indenture referred to below, being herein called the “Company”),
promises to pay interest on the principal amount of this Security at the interest rate per annum shown above. The Company will
pay interest semiannually on      and      of each year. Interest on the Securities of this Series will accrue from the most recent date
to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from      . Interest will
be computed [on the basis of a 360-day year consisting of twelve 30-day months] [as set forth in the Officers’ Certificate
or supplemental indenture delivered pursuant to the Indenture].


 


2.Method of Payment. The Company will
pay interest on the Securities of this Series (except Defaulted Interest) to the persons who are registered Holders of Securities
of this Series at the close of business on the record date next preceding the interest payment date even though such Securities
are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent
to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the Company may pay principal and interest by check payable in
such money. It may mail an interest check to a Holder’s registered address.


 


3.Paying Agent, Registrar. Initially,
[ ] (the “Trustee”), will act as Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-registrar without notice. The Company may act as Paying Agent, Registrar or co-registrar.


 


4.Indenture. The Company issued the
Securities of this Series under an Indenture dated as of [ ] (the “Indenture”) between the Company and the Trustee.
The Securities are unsecured general obligations of the Company issued and to be issued in one or more Series under the Indenture
and may be issued in an unlimited principal amount. The terms of the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the “TIA”).
Capitalized terms used herein but not defined herein are used as defined in the Indenture. The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the TIA for a statement of such terms.


 


5.Redemption. [Set forth redemption
provision, if any.]


 


6.Denominations; Transfer;
Exchange. The Securities of this Series are in registered form without coupons in denominations of $1,000 and any integral
multiple thereof [or as otherwise set forth in the Security]. The transfer of Securities may be registered and Securities may
be exchanged as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Company
shall not be required (a) to issue, register the transfer of or exchange any Securities of a Series during a period
beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities
selected for redemption under Section 11.3 of the Indenture and ending at the close of business on the day of such
mailing or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.


 






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7.Defeasance. Subject to certain
conditions and unless otherwise provided in the terms of the Securities of this Series, the Company at any time may terminate some
or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money and/or Eligible
Obligations for the payment of principal and interest on the Securities to maturity.


 


8.Persons Deemed Owners. The
registered Holder of a Security may be treated as its owner for all purposes, except that interest (other than Defaulted Interest)
will be paid to the person that was the registered Holder on the relevant record date for such payment of interest.


 


9.Amendments and Waivers. Subject
to certain exceptions, (i) the Indenture or the Securities may be amended or supplemented with the consent of the Holders of a
majority in principal amount of the Securities of each Series affected; and (ii) any existing default with respect to the Securities
of this Series may be waived with the consent of the Holders of a majority in principal amount of the Securities of such Series.
Without the consent of any Securityholder, the Indenture or the Securities may be amended or supplemented to, among other things,
cure any ambiguity, omission, defect or inconsistency, to provide for assumption of Company obligations by a successor to provide
for uncertificated Securities in addition to or in place of certificated Securities, to provide for guarantees with respect to,
or security for, the Securities, or to comply with the TIA or to add additional covenants or surrender Company rights.


 


10.Remedies. If an Event of Default
with respect to the Securities of this Series occurs and is continuing, the Trustee or Holders of at least 25% in principal amount
of the Securities of this Series may declare all the Securities of this Series to be due and payable immediately. Securityholders
may not enforce the Indenture or the Securities of this Series except as provided in the Indenture. The Trustee may require an
indemnity before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal
amount of the Securities of a Series may direct the Trustee in its exercise of any trust or power with respect to such Series.
The Trustee may withhold from Securityholders notice of any continuing default (except a Default in payment of principal or interest)
if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the
Trustee.


 


11.Subordination. [Set forth
subordination provision, if any.]


 


12.Trustee Dealings with
Company. Subject to the provisions of the TIA, the Trustee under the Indenture, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee. The Trustee will initially be [].


 






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13.No Recourse Against Others.
A director, officer, incorporator, employee or stockholder, as such, of the Company shall not have any liability for any obligations
of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations
or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.


 


14.Authentication. This Security
shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating agent.


 


15.Abbreviations. Customary abbreviations
may be used in the name of a Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities.
No representation is made as to the accuracy of such numbers (or as to the accuracy of ISIN numbers, Common Code numbers or similar
numbers) as printed on the Securities and reliance may be placed only on the other identification numbers placed thereon.


 


THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER
UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE, WHICH HAS IN IT THE TEXT OF THIS SECURITY, IN TWELVE-POINT TYPE.
REQUESTS MAY BE MADE TO: CORPORATE SECRETARY, CERES, INC., 1535 RANCHO CONEJO BLVD., THOUSAND OAKS, CALIFORNIA 91320, TELEPHONE:
(805) 376-6500.


  




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ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security
to


 


(Insert assignee’s soc. sec or tax
I.D. no.)


 





 



 





 



 


(Print or type assignee’s name, address
and zip code)


 


and irrevocably appoint      agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.


 





	Dated:   	 	 	Signed:  	 
	 	 	 	 	(Sign exactly as your name appears
	 	 	 	 	on the other side of this Security)



 


	 	 		Signature Guarantee:	 







  


Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as
may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 






    	A-S