Exhibit 4.1


 


INDENTURE


 


DATED AS OF AUGUST 3, 2020


 


BETWEEN


 


FLIR SYSTEMS, INC.


 


as Issuer,


 


AND


 


U.S. BANK NATIONAL ASSOCIATION


 


as Trustee


 







 



 


Providing for Issuance of


Debt Securities


in Series


 







 



 






     


     


    

 


Table
of Contents


 


Page


 




	Article I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01   	Definitions	1
	Section 1.02   	Compliance Certificates and Opinions	5
	Section 1.03   	Form of Documents Delivered to Trustee	6
	Section 1.04   	Acts of Holders; Record Dates	6
	Section 1.05   	Notices, Etc., to Trustee and Company	8
	Section 1.06   	Notice to Holders; Waiver	8
	Section 1.07   	Conflict with Trust Indenture Act	8
	Section 1.08   	Effect of Headings and Table of Contents	9
	Section 1.09   	Successors and Assigns	9
	Section 1.10   	Separability Clause	9
	Section 1.11   	Benefits of Indenture	9
	Section 1.12   	Governing Law	9
	Section 1.13   	Legal Holidays	9
	Section 1.14   	Incorporators, Equityholders, Directors, Members, Managers, Officers and Employees of the Company Exempt from Individual Liability	9
	Section 1.15   	WAIVER OF JURY TRIAL	10
	Article II. SECURITY FORM	10
	Section 2.01   	Forms Generally	10
	Section 2.02   	Form of Legend for Global Securities	10
	Section 2.03   	Form of Trustee’s Certificate of Authentication	11
	Article III. THE SECURITIES	11
	Section 3.01   	Amount Unlimited; Issuable in Series	11
	Section 3.02   	Denominations	14
	Section 3.03   	Execution, Authentication, Delivery and Dating	14
	Section 3.04   	Temporary Securities	15
	Section 3.05   	Registration; Registration of Transfer and Exchange	16
	Section 3.06   	Mutilated, Destroyed, Lost and Stolen Securities	17
	Section 3.07   	Payment of Interest; Interest Rights Preserved	18
	Section 3.08   	Persons Deemed Owners	19
	Section 3.09   	Cancellation	19
	Section 3.10   	Computation of Interest	19
	Section 3.11   	CUSIP Numbers	19
	Article IV. SATISFACTION AND DISCHARGE	20
	Section 4.01   	Satisfaction and Discharge of Indenture	20
	Section 4.02   	Application of Trust Money	20
	Article V. REMEDIES	21
	Section 5.01   	Events of Default	21
	Section 5.02   	Acceleration of Maturity; Rescission and Annulment	22
	Section 5.03   	Collection of Indebtedness and Suits for Enforcement by Trustee	22
	Section 5.04   	Trustee May File Proofs of Claim	23
	Section 5.05   	Trustee May Enforce Claims Without Possession of Securities	23
	Section 5.06   	Application of Money Collected	23
	Section 5.07   	Limitation on Suits	24



 






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



 


	Article X. COVENANTS	37
	Section 10.01   	Payment of Principal, Premium and Interest	37
	Section 10.02   	Maintenance of Office or Agency	37
	Section 10.03   	Money for Securities Payments to Be Held in Trust	37
	Section 10.04   	Statement by Officers as to Default	38
	Section 10.05   	Existence	38
	Section 10.06   	Waiver of Certain Covenants	38



 






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	Article XI. REDEMPTION OF SECURITIES	39
	Section 11.01   	Applicability of Article	39
	Section 11.02   	Election to Redeem; Notice to Trustee	39
	Section 11.03   	Selection by Trustee of Securities to Be Redeemed	39
	Section 11.04   	Notice of Redemption	40
	Section 11.05   	Deposit of Redemption Price	40
	Section 11.06   	Securities Payable on Redemption Date	41
	Section 11.07   	Securities Redeemed in Part	41
	Article XII. SINKING FUNDS	41
	Section 12.01   	Applicability of Article	41
	Section 12.02   	Satisfaction of Sinking Fund Payments with Securities	41
	Section 12.03   	Redemption of Securities for Sinking Fund	42
	Article XIII. DEFEASANCE AND COVENANT DEFEASANCE	42
	Section 13.01   	Company’s Option to Effect Defeasance or Covenant Defeasance	42
	Section 13.02   	Defeasance and Discharge	42
	Section 13.03   	Covenant Defeasance	42
	Section 13.04   	Conditions to Defeasance or Covenant Defeasance	43
	Section 13.05   	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	44
	Section 13.06   	Reinstatement	44





 






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FLIR SYSTEMS, INC.


 


Certain Sections of this Indenture relating
to Sections 310 - 318, inclusive, of the Trust Indenture Act of 1939, as amended


 


	Trust Indenture Act Section	 	Indenture
 Section	 
	310(a)(1)	 	 	6.09	 
	(a)(2)	 	 	6.09	 
	(a)(3)	 	 	N.A.	 
	(a)(4)	 	 	N.A.	 
	(a)(5)	 	 	6.09	 
	(b)	 	 	6.08, 6.10	 
	(c)	 	 	N.A.	 
	311(a)	 	 	6.13	 
	(b)	 	 	6.13	 
	(c)	 	 	N.A.	 
	312(a)	 	 	7.01, 7.02	 
	(b)	 	 	7.02	 
	(c)	 	 	7.02	 
	313(a)	 	 	7.03	 
	(b)(1)	 	 	N.A.	 
	(b)(2)	 	 	7.03	 
	(c)	 	 	7.03	 
	(d)	 	 	7.03	 
	314(a)	 	 	7.04	 
	(a)(4)	 	 	1.04, 10.04	 
	(b)	 	 	N.A.	 
	(c)(1)	 	 	1.02	 
	(c)(2)	 	 	1.02	 
	(c)(3)	 	 	N.A.	 
	(d)	 	 	N.A.	 
	(e)	 	 	1.02	 
	(f)	 	 	N.A.	 
	315(a)	 	 	6.01	 
	(b)	 	 	6.02	 
	(c)	 	 	6.01	 
	(d)	 	 	6.01	 
	(e)	 	 	5.14	 
	316(a)(last sentence)	 	 	1.06	 
	(a)(1)(A)	 	 	5.02, 5.12	 
	(a)(1)(B)	 	 	5.13	 
	(a)(2)	 	 	N.A.	 
	(b)	 	 	5.08	 
	(c)	 	 	1.04	 
	317(a)(1)	 	 	5.03	 
	(a)(2)	 	 	5.04	 
	(b)	 	 	10.03	 
	318(a)	 	 	1.07	 
	(b)	 	 	N.A.	 
	(c)	 	 	1.07	 



 


* N.A. means inapplicable.


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


 









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INDENTURE


 


THIS INDENTURE, dated as of August 3, 2020,
between FLIR SYSTEMS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called
the “Company”), and U.S. Bank National Association, as trustee (herein called the “Trustee”).


 


RECITALS


 


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


 


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


 


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 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 1.01              
Definitions.


 


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


 


(a)               
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well
as the singular and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires;


 


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


 


(c)               
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles in the United States of America (including, if applicable, International Financial Reporting Standards)
as in effect from time to time;


 


(d)               
unless the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture;


 


(e)               
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;


 


(f)                
“or” is not exclusive, and “including” means “including without limitation”,
“including but not limited to” or words of similar import; and


 


(g)               
when used with respect to any Security, the words “convert,” “converted” and “conversion”
are intended to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or
other property in accordance with such terms, if any, as may hereafter be specified for such Security as contemplated by Section
3.01, and these words are not intended to refer to any right of the Holder or the Company to exchange such Security for other
Securities of the same series and like tenor pursuant to Section 3.04, Section 3.05, Section 3.06, Section
9.06 or Section 11.07 or another similar provisions of this Indenture, unless the context otherwise requires; and references
herein to the terms of any Security that may be converted mean such terms as may be specified for such Security as contemplated
in Section 3.01.


 


“Act”, when used
with respect to any Holder, has the meaning specified in Section 1.04.


 






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“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.


 


“Applicable Procedures”
of a Depositary means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that
are applicable to such matter at such time.


 


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


 


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


 


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


 


“Business Day”,
when used with respect to any Place of Payment, means, except as otherwise provided or contemplated by Section 3.01 with
respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law or executive order or regulation to close.


 


“Commission” means
the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, 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.


 


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


 


“Company Request”
or “Company Order” means a written request or order signed in the name of the Company by its Chief
Executive Officer, its Chief Financial Officer, its President or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary of the Company, or any other officer or officers of the Company designated in writing by
or pursuant to authority of the Board of Directors, and delivered to the Trustee.


 


“Corporate Trust Office”
means the principal office of the Trustee (currently at 555 SW Oak Street, Portland, Oregon 97204) at which at any particular
time its corporate trust business with respect to the Securities shall be administered, or at any other time at such other address
as the Trustee may designate from time to time by notice to the Holders.


 


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


 


“Covenant Defeasance”
has the meaning specified in Section 13.03.


 


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


 


“Defeasance” has
the meaning specified in Section 13.02.


 


“Depositary” means,
with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section
3.01.


 


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


 









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


 


“Expiration Date”
has the meaning specified in Section 1.04.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.04
(or such legend as may be specified as contemplated by Section 3.01 for such Securities).


 


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


 


“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, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 3.01.


 


“interest”, when
used with respect to an Original Issue Discount Security which 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.


 


“Investment Company Act”
means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


“mandatory sinking fund payment”
has the meaning specified in Section 12.01.


 


“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, call for redemption
or otherwise.


 


“Notice of Default”
means a written notice of the kind specified in Section 5.01(d).


 


“Officer’s Certificate”
means a certificate signed by the Chairman of the Board, the Chief Executive Officer, Chief Financial Officer, the President,
a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company or any other officer
or officers of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee.
The Officer’s Certificate given pursuant to Section 10.04 shall be signed by the principal executive, financial or
accounting officer of the Company.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be an employee of, or outside counsel to, but does not have to be counsel for,
the Company, and who shall be acceptable to the Trustee, which acceptance shall not be unreasonably withheld.


 


“optional sinking fund payment”
has the meaning specified in Section 12.01.


 


“Original Issue Discount Security”
means any Security which 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 5.02.


 


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


 


(1)       Securities
theretofore cancelled and delivered to the Trustee or delivered to the Trustee for cancellation;


 






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


 


(3)       Securities,
except to the extent provided in Sections 13.02 and 13.03 respectively, as to which the Company has effected Defeasance
pursuant to Section 13.02 or Covenant Defeasance pursuant to Section 13.03;


 


(4)       Securities
which have been paid pursuant to Section 3.06 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 shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company; and


 


(5)       Securities
as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been made available), or
as to which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated
in Section 3.01;


 


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 as of any date, (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such
date upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) if, as of such date, the principal
amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed
to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01, (C) the principal amount
of a Security denominated in one or more foreign currencies, composite currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section
3.01, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the
amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. The Trustee shall
be protected in relying on an Officer’s Certificate or other evidence satisfactory to it in determining ownership. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right 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.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the
Company.


 


“Person” means
any individual, corporation, company (including a limited liability company), partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.


 


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


 


“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 3.06
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.


 


“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 3.01.


 


“Responsible Officer”,
when used with respect to the Trustee, means the chairman or any vice-chairman of the board of directors, the chairman or any vice-chairman
of the executive committee of the board of directors, the chairman of the trust committee, the president, any Vice President, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer
or assistant trust officer, the controller or any assistant controller 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 to whom such matter is referred because of his knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this Indenture.


 


“Securities” has
the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.


 


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


 


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


 


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


 


“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” means
any Person a majority of the combined voting power of the total outstanding ownership interests in which is, at the time of determination,
beneficially owned or held, directly or indirectly, by the Company or one or more other Subsidiaries. For this purpose, “voting
power” means power to vote in an ordinary election of directors (or, in the case of a Person that is not a corporation, ordinarily
to appoint or approve the appointment of Persons holding similar positions), whether at all times or only as long as no senior
class of ownership interests has such voting power by reason of any contingency.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed, except as otherwise
provided in Section 9.05; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date,
“Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


“U.S. Government Obligation”
has the meaning specified in Section 13.04.


 


“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 1.02              
Compliance Certificates and Opinions.


 


Upon any application or request by the
Company to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company shall furnish
to the Trustee such certificates and opinions as may be required under the Trust Indenture Act; provided, however, that no opinion
shall be required in connection with the issuance of Securities that are part of any series as to which such an opinion has been
furnished. Each such certificate and opinion shall be given in the form of an Officer’s Certificate, if to be given by an
officer of the Company and an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust
Indenture Act and any other requirements set forth in this Indenture.


 






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Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (except for certificates provided in Section 10.04)
shall include,


 


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


 


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


 


(c)               
a statement that, in the opinion of each such individual, he 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


 


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


 


Section 1.03              
Form of Documents Delivered to Trustee.


 


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


 


Any certificate or opinion of an officer
of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such factual matters is in the possession of the Company,
unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous. Counsel delivering an Opinion of Counsel may also rely as to factual matters on certificates
of governmental or other officials customary for opinions of the type required.


 


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


 


Section 1.04              
Acts of Holders; Record Dates.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given, made 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 shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.


 


Without limiting the generality of the
foregoing, a Holder, including a Depositary that is a Holder of a Global Security, may make, give or take, by a proxy or proxies,
duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Security may provide its proxy
or proxies to the beneficial owners of interests in any such Global Security.


 






    6


     


    

 


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 which the Trustee deems sufficient.


 


The ownership, principal amount and serial
numbers of Securities held by any Person, and the date of commencement of such Person’s holding the same, shall be proved
by the Security Register.


 


Any request, demand, authorization, direction,
notice, consent, 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 or the Company in reliance thereon, whether or not notation of
such action is made upon such Security.


 


The Company may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of Securities of such series, but the Company shall have no obligation to do so; provided that the Company
may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting
a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities
of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section
1.05 or Section 1.06.


 


The Trustee may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making
of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute
proceedings referred to in Section 5.07(b) or (iv) any direction referred to in Section 5.12, in each case with respect
to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such
series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date
for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section
1.05 or Section 1.06.


 






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With respect to any record date set pursuant
to this Section, the party hereto which sets such record date may designate any day as the “Expiration Date”
and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.06, on or prior to the then existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such
record date shall be deemed to have initially designated the 180th day following such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration
Date shall be later than the 180th day following the applicable record date.


 


Without limiting the foregoing, a Holder
entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.


 


Section 1.05              
Notices, Etc., to Trustee and Company.


 


Any request, demand, authorization, direction,
notice, consent, 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,


 


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


 


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


 


Section 1.06              
Notice to Holders; Waiver.


 


Where this Indenture provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.
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. Any notice when mailed
to a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or not actually received
by such Holder. 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.


 


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


 


Where this Indenture provides for notice
of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Security
(or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if any, and not earlier
than the earliest date, if any, prescribed for the giving of such notice.


 


Section 1.07              
Conflict with Trust Indenture Act.


 


This Indenture is subject to the provisions
of the Trust Indenture Act that are required to be a part of this Indenture and, to the extent applicable, shall be governed by
such provisions. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act or with another
provision hereof which 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 which may be so
modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case
may be.


 






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Section 1.08              
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 1.09              
Successors and Assigns.


 


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


 


Section 1.10              
Separability Clause.


 


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


 


Section 1.11              
Benefits of Indenture.


 


Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture, except as may otherwise be expressly provided pursuant
to Section 3.01 with respect to any specific Securities.


 


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.


 


Section 1.13              
Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security, or any date on which a Holder has the right to convert such Holder’s
Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of
the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this
Section)) payment of interest or principal (and premium, if any), or conversion of such Security, 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, or at the Stated Maturity, or on such conversion date.


 


Section 1.14              
Incorporators, Equityholders, Directors, Members, Managers, Officers and Employees of the Company Exempt from
Individual Liability.


 


No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall
be had against any incorporator, as such, or against any past, present or future equityholder, director, member, manager, officer
or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule
of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and
as part of the consideration for the issue of the Securities.


 






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Section
1.15              
WAIVER OF JURY TRIAL.


 


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


 


Article
II. SECURITY FORM


 


Section 2.01              
Forms Generally.


 


The Securities of each series and the Trustee’s
certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form as shall be
established by or pursuant to a Board Resolution and, subject to Section 3.03, to the extent established in an Officer’s
Certificate or Company Order setting forth, or determining the manner of, such establishment, or 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 applicable laws or the rules of any securities exchange or automated quotation system
on which the Securities of such series may be listed or traded or of any Depositary therefor or as may, consistently herewith,
be determined by the officers executing such Securities, as evidenced by their execution thereof. If 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 certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities.


 


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


 


Section 2.02              
Form of Legend for Global Securities.


 


Unless otherwise specified as contemplated
by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,
THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


If Securities of a series are issuable in
whole or in part in the form of one or more Global Securities, as contemplated by Section 3.01, then, notwithstanding Clause
(i) of Section 3.01 and the provisions of Section 3.02, any Global Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from
time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner
and upon instructions given by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions
of Sections 3.03, 3.04, 3.05 and 3.06, the Trustee shall deliver and redeliver any Global Security
in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. Any instructions
by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in a Company Order (which need
not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel).


 






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The provisions of the last sentence of Section
3.03 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company
and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section
1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the last sentence of Section 3.03.


 


Section 2.03              
Form of Trustee’s Certificate of Authentication.


 


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


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


		U.S.BANK NATIONAL ASSOCIATION,
	 	As Trustee
	 	 
	 	By:
	 	 
	 	Authorized Signatory





 


Article
III. THE SECURITIES


 


Section 3.01              
Amount Unlimited; Issuable in Series.


 


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


 


The Securities may be issued in one or more
series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officer’s Certificate or Company Order setting forth, or determining
the manner of, such establishment, or established in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series:


 


(a)                
the form and title of the Securities of the series (which shall distinguish the Securities of the series from Securities
of any other series);


 


(b)               
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07
and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered
hereunder); provided, however, that the authorized aggregate principal amount of such series may from time to time be increased
above such amount by a Board Resolution to such effect;


 


(c)                
the issue price or prices of originally issued Securities, expressed as a percentage of the principal amount, and
the original issue date;


 


(d)               
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest;


 


(e)                
the date or dates on which the Securities will be issued and on which principal of, and premium, if any, on, any
Securities of the series is payable or the method of determination thereof;


 






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(f)                 
 the rate or rates (which may be fixed or variable, or combination thereof) at which any Securities of the series
shall bear interest, if any, or the method of determination thereof, the date or dates from which any such interest shall accrue,
or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular
Record Date for any such interest payable on any Interest Payment Date, or the method by which such date or dates shall be determined,
and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months, the right,
if any, to extend or defer interest payments and the duration of such extension or deferral;


 


(g)               
the place or places where, subject to the provisions of Section 10.02, the principal of and any premium and
interest on any Securities of the series shall be payable, Securities of the series may be surrendered for registration or transfer,
Securities of the series may be surrendered for exchange, and notices and demands to or upon the Company in respect of the Securities
of the series and this Indenture may be served;


 


(h)               
the period or periods, if any, within which, the price or prices at which and the terms and conditions upon which
any Securities of the series 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;


 


(i)                 
the obligation, if any, and the option, if any, of the Company to redeem, purchase or repay any Securities of the
series pursuant to any sinking fund, amortization or analogous provisions or upon the happening of a specified event 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 any Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation
or option;


 


(j)                 
if other than a minimum denomination equal to $2,000 or an integral multiple of $1,000 in excess thereof, the denominations
in which any Securities of the series shall be issuable;


 


(k)               
if the debt Securities will be issued in registered or bearer form or both and, if in bearer form, the related terms
and conditions and any limitations on issuance of such bearer debt Securities (including exchange for registered debt Securities
of the same series);


 


(l)                 
if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference
to an index including an index based on a currency or currencies other than in which the Securities of that series are payable
or pursuant to a formula, the manner in which such amounts shall be determined;


 


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


 


(n)               
if the principal of or any premium or interest on any Securities of the series is to be payable, redeemable or purchasable,
at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which
such Securities are stated to be payable, redeemable, or purchasable, the currency, currencies or currency units in which the principal
of or any premium or interest on such Securities as to which such election is made shall be payable, redeemable or purchasable,
the periods within which and the terms and conditions upon which such election is to be made and the amount so payable, redeemable
or purchasable (or the manner in which such amount shall be determined);


 


(o)               
if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series
which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in
bankruptcy pursuant to Section 5.04 or the method of determination thereof;


 


(p)                if
the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or
more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of
any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable
upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the
Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be
determined);


 






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(q)               
if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to
Section 13.02 or Section 13.03 or both such Sections or if other than as provided in Sections 13.02 or 13.03,
the terms and conditions upon which and the manner in which such series of Securities may be defeased or discharged, and, if other
than by a Board Resolution, the manner in which any election by the Company to defease or discharge such Securities shall be evidenced;


 


(r)                 
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more
Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04, information
with respect to book-entry procedures, and any circumstances in addition to or in lieu of those set forth in Section 3.05
in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security
or a nominee thereof;


 


(s)                
if the debt Security is issued as an original issue discount debt Security, and if so, the yield to maturity;


 


(t)                 
any deletion from, addition to or change in the Events of Default which applies to any Securities of the series and
any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 5.02;


 


(u)               
any addition to or change in the covenants set forth in Article X which applies to Securities of the series
or in any defined term used in Article X;


 


(v)               
the right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify
the duration of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances
additional interest on amounts deferred shall be payable;


 


(w)              
if other than the Trustee, the identity of any other trustee, the Security Registrar and any Paying Agent;


 


(x)               
if other than as set forth in Article IV, provisions relating to the satisfaction and discharge of this Indenture;


 


(y)               
whether the Securities of the series will be guaranteed by any Person or Persons and, if so, the identity of such
Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions
upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;


 


(z)                
whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon
which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other
indebtedness of the Company or any guarantor;


 


(aa)             
whether the Securities will be issued in a transaction exempt from registration under the Securities Act and any
restriction or condition on the transferability of the Securities of such series;


 


(bb)            
the exchanges, if any, on which the Securities may be listed;


 


(cc)             
the terms of any right to convert or exchange Securities of such series into any other securities or property of
the Company or of any other corporation or Person, and the additions or changes, if any, to this Indenture with respect to the
Securities of such series to permit or facilitate such conversion or exchange; and


 






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(dd)            
 any other terms of the Securities of the series (which terms shall not be prohibited by the provisions of this Indenture).


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution
referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s
Certificate referred to above or in any such indenture supplemental hereto. Accordingly, the terms of any Security of a series
may differ from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section. The matters
referenced in any or all of Clauses (a) through (dd) above may be established and set forth or determined as aforesaid with respect
to all or any specific Securities of a series (in each case to the extent permitted by the Trust Indenture Act).


 


Any such Board Resolution or Officer’s
Certificate referred to above with respect to Securities of any series filed with the Trustee on or before the initial issuance
of the Securities of such series shall be incorporated herein by reference with respect to Securities of such series and shall
thereafter be deemed to be a part of this Indenture for all purposes relating to Securities of such series as fully as if such
Board Resolution or Officer’s Certificate were set forth herein in full.


 


All Securities of any one series need not
be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for increases
in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.


 


If any of the terms of the series are established
by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate
setting forth the terms of the series.


 


Section 3.02              
Denominations.


 


The Securities of each series shall be issuable
only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.01.
In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall
be issuable in a denomination equal to $2,000 or an integral multiple of $1,000 in excess thereof.


 


Section 3.03              
Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf
of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, one of its Vice Presidents,
its Treasurer, one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries (or any other officer of the
Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time).


 


The signature of any of these officers on
the Securities may be manual or facsimile.


 


The 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.


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have
been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, 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 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating,


 






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(a)                
 if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section
2.01, that such form has been established in conformity with the provisions of this Indenture;


 


(b)               
if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section
3.01, that such terms 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 binding obligations of the Company enforceable against
the Company 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 and to general equity principles or
other customary exceptions.


 


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


 


Notwithstanding the provisions of Section
3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not
be necessary, unless the Trustee reasonably determines otherwise, for the Company to deliver the Board Resolution, Officer’s
Certificate or indenture supplemental otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to the third paragraph of this Section at or prior to the 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.


 


Each Security shall be dated the date of
its authentication.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation
as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


Section 3.04              
Temporary Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued 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.


 


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 one or more definitive Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 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 and tenor.


 






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Section
3.05              
Registration; Registration of Transfer
and Exchange.


 


The Company shall cause to be kept at the
Corporate Trust Office or other designated office of the Trustee a register (the register maintained in such office 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 entitled
to registration or transfer as provided herein. The Trustee is hereby appointed “Security Registrar” for the purpose
of registering Securities and transfers of Securities as herein provided. The Company may at any time replace such Security Registrar,
change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of
any change of the Security Registrar or of the location of such office or agency. At all reasonable times the Security Register
shall be available for inspection by the Trustee.


 


Upon surrender for registration of transfer
of any Security of a 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 Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


At the option of the Holder, Securities
of any series (except a Global Security) may be exchanged for other Securities of the same series, of any authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.


 


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


 


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 his attorney duly authorized in writing.


 


No service charge shall be made 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 3.04, 9.06 or 11.07 not involving any transfer.


 


If the Securities of any series (or of any
series and specified tenor) are to be redeemed in part, neither the Company nor the Trustee shall be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) 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 11.03 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.


 


The provisions of Clauses (a), (b), (c)
and (d) below shall apply only to Global Securities:


 


(a)                
Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated
for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all purposes of this Indenture.


 


(b)                Notwithstanding
any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated
by Section 3.01, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of
a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (1) such Depositary has notified the Company that it is unwilling or unable to continue
as Depositary for such Global Security or has ceased to be a clearing agency registered under the Exchange Act, and a
successor Depositary is not appointed by the Company within 90 days after the Company’s receipt of such notice, (2)
there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Security
Registrar has received a request from the Depositary to issue certificated securities in lieu of the Global Security, (3) the
Company shall determine in its sole discretion that Securities of a series issued in global form shall no longer be
represented by a Global Security, or (4) there shall exist such circumstances, if any, in addition to or in lieu of the
foregoing as have been specified for this purpose as contemplated by Section 3.01, then in any such case, such Global
Security may be exchanged by such Depositary for definitive Securities of the same series, of any authorized denomination and
of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or
portion thereof may be registered to, such Persons as such Depositary shall direct. If the Company designates a successor
Depositary pursuant to Clause (1) above, such Global Security shall promptly be exchanged in whole for one or more other
Global Securities registered in the name of the successor Depositary, whereupon such designated successor shall be the
Depositary for such successor Global Security or Global Securities and the provisions of Clauses (a), (b), (c) and (d) of
this Section shall continue to apply thereto.


 






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(c)                
Subject to Clause (b) above and to such applicable provisions, if any, as may be specified as contemplated by Section
3.01, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security
shall direct.


 


(d)               
Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a
Global Security or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07
or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global Security or a nominee thereof.


 


Section 3.06              
Mutilated, Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered
to the Trustee, together with such security or indemnity as may be required by the Company or the Trustee to save each of them
and any agent of either of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding
and shall cancel and dispose of such mutilated security in accordance with its customary procedures.


 


If there shall be delivered to the Company
and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the
same series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding. If, after the delivery
of such new Security, a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for
payment or registration such original Security, the Trustee shall be entitled to recover such new Security from the party to whom
it was delivered or any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security
or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company and the Trustee in connection
therewith.


 


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


 


Upon the issuance of any new Security, 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 counsel to the Company and the fees and expenses of the Trustee
and its counsel) connected therewith.


 


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


 






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


 


Section 3.07              
Payment of Interest; Interest Rights Preserved.


 


Except as otherwise provided as contemplated
by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest.


 


Any interest on any Security of any series
which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the 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 (a)
or (b) below:


 


(a)                
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the 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 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, in consultation with the Company, 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 to each Holder of Securities of such series
in the manner set forth in Section 1.06, 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 mailed, such Defaulted Interest shall be
paid to the Persons in whose names the 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 (b).


 


(b)               
The Company may make payment of any Defaulted Interest on the 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, such manner of payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing provisions of this
Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange for
or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.


 


For each series of Securities, the Company
shall, prior to Noon, New York City time, on each payment date for principal and premium, if any, and interest, if any, deposit
with the Trustee money in immediately available funds sufficient to make cash payments due on the applicable payment date.


 


In the case of any Security which is
converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security
whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall
be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid
or made available for payment) shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the
date of conversion of such Security shall not be payable. Notwithstanding the foregoing, the terms of any Security that may
be converted may provide that the provisions of this paragraph do not apply, or apply with such additions, changes or
omissions as may be provided thereby, to such Security.


 






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Section 3.08              
Persons Deemed Owners.


 


Except as otherwise contemplated by Section
3.01 with respect to any series of Securities, prior to due presentment of a Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner
of such Security for the purpose of receiving payment of principal of and any premium and (subject to Sections 3.05 and
3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


No holder of any beneficial interest in
any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security,
and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such
Global Security for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will
have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 


Section 3.09              
Cancellation.


 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and
all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities
held by the Trustee shall be disposed of in accordance with its customary procedures as directed by a Company Order, and the Trustee
shall thereafter deliver to the Company a certificate with respect to such deposition.


 


Section 3.10              
Computation of Interest.


 


Except as otherwise specified as contemplated
by Section 3.01 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              
CUSIP Numbers.


 


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


 






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Article
IV.


 


SATISFACTION
AND DISCHARGE


 


Section 4.01              
Satisfaction and Discharge of Indenture.


 


This Indenture shall, upon Company Request,
cease to be of further effect with respect to 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 proper
instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when


 


(a)                
either


 


(1)               
all such Securities theretofore authenticated and delivered (other than (i) such Securities which have been mutilated,
destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) such Securities for
whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee cancelled
or for cancellation; or


 


(2)               
all such Securities not theretofore delivered to the Trustee as cancelled or for cancellation


 


(i)                 
have become due and payable, or


 


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


 


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


 


and the Company in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount of money in the currency
or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities
not theretofore delivered to the Trustee as cancelled or for cancellation, for principal and any premium and interest to the date
of such deposit (in the case of such Securities which have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be;


 


(b)               
the Company has paid or caused to be paid, or otherwise made provision for the payment of, all other sums payable
hereunder by the Company with respect to such Securities; and


 


(c)                
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that
all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such
Securities have been complied with.


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to Securities of any series, the obligations of the Company to the Trustee under Section 6.07,
the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the right of the Trustee to resign under
Section 6.10 shall survive, and, if money shall have been deposited with the Trustee pursuant to subclause (2) of Clause
(a) of this Section, the obligations of the Trustee under Sections 4.02, 6.06, 7.01 and 10.02 and the
last paragraph of Section 10.03 shall survive.


 


Section 4.02              
Application of Trust Money.


 


Subject to the provisions of the last
paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited
with the Trustee. All money deposited with the Trustee pursuant to Section 4.01 (and held by it or any Paying Agent)
for the payment of such Securities subsequently converted into other property shall be returned to the Company upon Company
Request. The Company may direct by a Company Order the investment of any money deposited with the Trustee pursuant to Section
4.01, without distinction between principal and income, in (1) United States Treasury Securities with a maturity of one
year or less or (2) a money market fund that invests solely in short term United States Treasury Securities (including money
market funds for which the Trustee or an affiliate of the Trustee serves as investment advisor, administrator, shareholder,
servicing agent and/or custodian or sub- custodian, notwithstanding that (a) the Trustee charges and collects fees and
expenses from such funds for services rendered and (b) the Trustee charges and collects fees and expenses for services
rendered pursuant to this Indenture at any time), and from time to time the Company may direct the reinvestment of all or a
portion of such money in other securities or funds meeting the criteria specified in Clause (1) or (2) of this Section.


 






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Article
V. REMEDIES


 


Section 5.01              
Events of Default.


 


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


 


(a)                
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; or


 


(b)               
default in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


(c)                
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


(d)               
default in the performance, or breach, of any covenant of the Company in this Indenture (other than a default in
the performance or the breach of a covenant which is specifically dealt with elsewhere in this Section or which has expressly been
included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default
or breach for a period of 90 days after there has been given to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that 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


 


(e)                
the entry by a court having jurisdiction in the premises of (1) 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 (2) a decree or order adjudging the Company 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


 


(f)                 
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, arrangement,
adjustment or composition of or in respect of the Company 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 other similar official of the Company of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due,
or the taking of corporate action by the Company in furtherance of any such action; or


 


(g)               
any other Event of Default provided as contemplated by Section 3.01 with respect to Securities of that series.


 






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Section
5.02              
Acceleration of Maturity; Rescission
and Annulment.


 


If an Event of Default (other than an Event
of Default specified in Section 5.01(e) or 5.01(f)) 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 that series may declare the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may
be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and
payable. If an Event of Default specified in Section 5.01(e) or 5.01(f) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series
are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately
due and payable. Upon payment of such amount, all obligations of the Company in respect of the payment of principal and interest
of the Securities of such series shall terminate.


 


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


 


(a)                
the Company has paid or deposited with the Trustee a sum sufficient to pay all


 


(1)               
overdue interest on all Securities of that series,


 


(2)               
the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by
such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,


 


(3)               
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, and


 


(4)               
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel;


 


and


 


(b)               
all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities
of that series which 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 default or impair
any right consequent thereon.


 


Section 5.03              
Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if


 


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


 


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


 


then the Company will, upon demand of
the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on
such Securities for principal and any premium and 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 prescribed
therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.


 






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


 


If an Event of Default 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 shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section 5.04              
Trustee May File Proofs of Claim.


 


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its 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 for overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of
the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized 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, in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


 


No provision of this Indenture 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; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee.


 


Section 5.05              
Trustee May Enforce Claims Without Possession of Securities.


 


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


 


Section 5.06              
Application of Money Collected.


 


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


 


First: To the payment of all amounts due
the Trustee under Section 6.07;


 


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


 






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


 


Section 5.07              
Limitation on Suits.


 


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


 


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


 


(b)               
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;


 


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


 


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


 


(e)                
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the
Holders of a majority in 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, 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 5.08              
Unconditional Right of Holders to Receive Principal Premium and Interest and to Convert Securities.


 


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 any premium and (subject to Sections 3.05 and 3.07) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date or, if the terms of such Security so provide,
to convert such Security in accordance with its terms) and to institute suit for the enforcement of any such payment and, if applicable,
any such right to convert, and such rights shall not be impaired without the consent of such Holder.


 


Section 5.09              
Restoration of Rights and Remedies.


 


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


 


Section 5.10              
Rights and Remedies Cumulative.


 


Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.06, 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.


 






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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.


 


Section 5.12              
Control by Holders.


 


Subject to Section 6.03, the Holders
of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series, provided that:


 


(a)                
such direction shall not be in conflict with any rule of law or with this Indenture, and


 


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


 


Section 5.13              
Waiver of Past Defaults.


 


The Holders of not less than a majority
in 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, except a default


 


(a)                
in the payment of the principal of or any premium or interest on any Security of such series, or


 


(b)               
in respect of a covenant or provision hereof which under Article IX 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.


 


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,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment
in any suit instituted by the Company or the Trustee.


 


Section 5.15              
Waiver of Usury, 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 usury, 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 covenant that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such
law had been enacted.


 






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Article
VI. THE TRUSTEE


 


Section 6.01              
Certain Duties and Responsibilities.


 


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


 


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


 


(2)               
in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or opinions which by any 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.


 


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


 


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


 


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


 


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


 


(3)               
the Trustee shall not be liable with respect to any action taken 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 Series relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and


 


(4)               
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 and powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.


 


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


 


Section 6.02              
Notice of Defaults.


 


Within 90 days after the occurrence, and
during the continuance, of any default with respect to the Securities of any series which is known to the Trustee, the Trustee
shall transmit, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of all such uncured
or unwaived defaults; provided, however, that, except in the case of a default in the payment of the principal of (or premium,
if any) or interest on Securities of any series or in the payment of any sinking or purchase fund installment with respect to
such Securities, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Holders of Securities of such series; and provided, further, however, that in the case
of any default of the character specified in Section 5.01(d) with respect to the Securities of such series, no such notice
to Holders of Securities shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section,
the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default.


 






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Section 6.03              
Certain Rights of Trustee.


 


Subject to the provisions of Section
6.01:


 


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


 


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


 


(c)                
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;


 


(d)               
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;


 


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


 


(f)                 
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may, without obligation to do so, make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;


 


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


 


(h)               
the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and
to its agents;


 


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


 


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


 


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


 






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


 


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


 


Section 6.04              
Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. Neither the Trustee nor any Authenticating
Agent makes any representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


Section 6.05              
May Hold Securities.


 


The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, 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 6.06              
Money Held in Trust.


 


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


 


Section 6.07              
Compensation and Reimbursement.


 


The Company agrees:


 


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


 


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


 


(3)               
to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.


 


The obligations of the Company under this
Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder.


 






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


 


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


 


Section 6.08              
Conflicting Interests.


 


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


 


Section 6.09              
Corporate Trustee Required, Eligibility.


 


There shall at all times be one (and only
one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more
other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted
by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of
any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


 


Section 6.10              
Resignation and Removal, Appointment of Successor.


 


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.


 


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 shall not have been delivered to the Trustee within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.


 


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, by written notice delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after giving of such notice of removal, the removed Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


If at any time:


 


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


 


(b)               
the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor
by the Company or by any such Holder, or


 


(c)                
the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (1) the Company by a Board Resolution
may remove the Trustee with respect to all Securities of which such Trustee acts as trustee, or (2) subject to Section 5.14,
Holders of 10% in aggregate principal amount of Securities of any series who have been bona fide Holders of such Securities for
at least six months may, on behalf of themselves and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities of which such Trustee acts as trustee and the appointment of a successor
Trustee or Trustees.


 






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If the Trustee shall resign, be removed
or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company 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 shall be 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 shall have been so appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, Holders of 10% in aggregate principal amount of Securities of any series who have been bona fide
Holders of such Securities of such series for at least six months or the Trustee may, on behalf of themselves 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.


 


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 to all Holders of Securities of such series in the manner provided in Section 1.06. Each
notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


Section 6.11              
Acceptance of Appointment by Successor.


 


In case of the appointment hereunder of
a successor Trustee with respect to all Securities, 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 and reimbursement of its expenses (including reasonable fees
and expenses of counsel and agents), if any, to which such retiring Trustee is otherwise legally entitled, 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.


 


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 (a) 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,
(b) 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 (c) 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.


 






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


 


No successor Trustee 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; and in case at that time any Securities
shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.


 


Section 6.13              
Preferential Collection of Claims Against Company.


 


If and when the Trustee shall be or become
a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any such other obligor).


 


Section 6.14              
Appointment of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of and subject to
the direction of the Trustee to authenticate and deliver Securities of such series issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified
in this Section.


 






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


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve. 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.


 


Except with respect to an Authenticating
Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.


 


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


 


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


 


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




 


Article
VII. HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


The Company will furnish or cause to be
furnished to the Trustee:


 


(a)                
semi-annually, not more than 15 days after each Regular Record Date, a list for each series of Securities, in such
form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of such Regular
Record Date, and


 


(b)               
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that if and so long as the Trustee shall be the Security Registrar for the Securities of a series, no such
list need be furnished with respect to such series of Securities.


 






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Section 7.02              
Preservation of Information; Communications to Holders.


 


Subject to compliance with its obligations
pursuant to Section 312 of the Trust Indenture Act, the Trustee (i) shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01
and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar and (ii) may destroy any list
furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.


 


The rights of Holders to communicate with
other Holders with respect to their rights under this Indenture or the Securities, and the corresponding rights and privileges
of the Trustee shall be as provided by the Trust Indenture Act.


 


Every Holder of Securities, by receiving
and holding the same, agrees with the Company and the Trustee that none of the Company, the Trustee nor any agent of any of them
shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the
Trust Indenture Act.


 


Section 7.03              
Reports by Trustee.


 


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. As promptly as practicable after each May 15 beginning with the May 15 following
the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall deliver to each Holder a brief report
dated as of May 15 that complies with Trust Indenture Act Section 313(a). The Trustee also shall comply with Trust Indenture Act
Section 313(b). Prior to delivery to the Holders, the Trustee shall deliver to the Company a copy of any report it delivers to
Holders pursuant to this Section.


 


A copy of each such report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation system, if any,
upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange or automated quotation system.


 


Section 7.04              
Reports by Company.


 


The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof as may be
required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided
that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the Company files the same with the Commission.


 


Delivery of such reports, information and
documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 


Such information, documents, reports and
summaries shall be deemed to have been (i) filed by the Company with the Trustee and (ii) transmitted by the Company to Holders,
as the case may be, if the Company has filed such information, documents, reports and summaries with the Commission using the EDGAR
filing system (or any successor filing system) and such reports are publicly available, in each case to the extent such filing
with the EDGAR filing system (or any successor filing system) and the foregoing effect thereof, is not prohibited by the Act.


 






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Article
VIII.


 





CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 8.01              
Company May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not consolidate with or
merge into any other Person or convey, transfer or lease (as lessor) its properties and assets as, or substantially as, an entirety
to any Person, unless:


 


(a)                
(i) in the case of a merger, (1) the Company is the surviving Person, or (2) the Person formed by such consolidation
or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company as, or substantially as, an entirety shall be a corporation or partnership, shall be organized and validly
existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the
due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance
of every covenant of this Indenture on the part of the Company to be performed or observed;


 


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


 


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


 


Section 8.02              
Successor Substituted.


 


Upon any consolidation of the Company with,
or merger of the Company into, any other Person or any conveyance, transfer or lease (as lessor) of the properties and assets of
the Company as, or substantially as, an entirety in accordance with Section 8.01, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a lease (where the Company is the lessor), the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the Securities.


 


Article
IX. SUPPLEMENTAL INDENTURES


 


Section 9.01              
Supplemental Indentures Without Consent of Holders.


 


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:


 


(a)                
to evidence the succession of another Person to the Company under this Indenture and the Securities and the assumption
by such successor of the obligations of the Company hereunder;


 


(b)               
to add 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 with regard to all or any
series of Securities (and if any such surrender is to be made with regard to less than all series of Securities, stating that such
surrender is expressly being made solely with regard to such series);


 


(c)                
to add Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default
are expressly being included solely for the benefit of such series);


 






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(d)               
 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 to permit or facilitate the issuance of Securities in uncertificated form;


 


(e)                
to add to, change or eliminate any of the provisions of this Indenture in respect of all or any series of Securities
(and if such addition, change or elimination is to apply to less than all series of Securities, stating that it is expressly being
made to apply solely with respect to such series); provided that any such addition, change or elimination (1) shall neither (i)
apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of
such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (2) shall become
effective only when there is no such Security Outstanding;


 


(f)                 
to secure the Securities or any guarantee with respect to any Securities;


 


(g)               
to establish the form or terms of Securities of any series hereunder;


 


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


 


(i)                 
to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with
any other provision herein;


 


(j)                 
to make any other provisions with respect to matters or questions arising under this Indenture, provided that such
action pursuant to this Clause (i) shall not adversely affect the interests of the Holders of any Securities of any Outstanding
series in any material respect;


 


(k)               
to add one or more guarantors with respect to the Securities as parties to this Indenture or to release guarantors
in accordance with the provisions of any supplemental indenture;


 


(l)                 
to qualify this Indenture under the Trust Indenture Act;


 


(m)              
to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of
any series of Securities; provided that such action does not adversely affect the interests of the Holders of Securities of such
series or any other series;


 


(n)               
to comply with the rules or regulations of any securities exchange or automated quotation system on which any of
the Securities may be listed or traded;


 


(o)               
to comply with the rules of any applicable Depositary;


 


(p)               
subject to any limitations established pursuant to Section 3.01, to provide for the issuance of additional
Securities of any series; or


 


(q)               
to conform any provision of this Indenture, any supplemental indenture, one or more series of Securities or any related
guarantees or security documents, if any, to the description of such Securities contained in the Company’s prospectus, prospectus
supplement, offering memorandum or similar document with respect to the offering of the Securities of such series.


 


Section 9.02              
Supplemental Indentures With Consent of Holders.


 


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


 






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(a)                
change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any Security,
or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the Company’s obligation to
maintain an office or agency for payment of Securities and the other matters specified herein, or the coin or currency in which
any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or alter the method of computation of interest;


 


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


 


(c)                
modify any of the provisions of this Section, Section 5.13 and Section 10.06 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 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11
and 9.01(h); or


 


(d)               
if the Securities of any series are convertible into or for any other securities or property of the Company, make
any change that adversely affects in any material respect the right to convert any Security of such series (except as permitted
by Section 9.01) or decrease the conversion rate or increase the conversion price of any such Security of such series, unless
such decrease or increase is permitted by the terms of such Security.


 


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


 


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.


 


Section 9.03              
Execution of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon,
an Officer’s Certificate and 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 which affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.04              
Effect of Supplemental Indentures.


 


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


 


Section 9.05              
Conformity with Trust Indenture Act.


 


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


 






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Section
9.06              
Reference in Securities to Supplemental
Indentures.


 


Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series. Failure to make a notation or issue a new Security shall not affect the validity and effect
of any amendment, supplement or waiver.


 


Article
X. COVENANTS


 


Section 10.01           
Payment of Principal, Premium and Interest.


 


The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the principal of and premium, if any, and interest on
the Securities of that series in accordance with the terms of the Securities and this Indenture. Principal, premium, if any, and
interest will be considered paid on the date due if the Trustee or Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of Noon, New York City time, on the due date, money deposited by the Company in immediately available funds and designated
for and sufficient to pay all principal, premium, if any, and interest on the Notes then due.


 


Notwithstanding anything to the contrary
contained in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law, deduct or withhold
income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from principal
or interest payments hereunder.


 


Section 10.02           
Maintenance of Office or Agency.


 


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


 


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.


 


Except as otherwise specified with respect
to a series of Securities as contemplated by Section 3.01, the Company hereby initially designates as the Place of Payment
for each series of Securities The City of New York, and initially appoints the Trustee as Paying Agent at its Corporate Trust Office
as the Company’s office or agency for each such purpose in such city; provided that with respect to a Global Security, and
except as may otherwise be specified for such Global Security as contemplated by Section 3.01, any payment, presentation,
surrender of delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed
to have been effected at the Place of Payment for such Global Securities in accordance with the provisions of this Indenture.


 


Section 10.03           
Money for Securities Payments to Be Held in Trust.


 


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


 






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Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, on or prior to Noon, New York City time, on each due date of the principal
of or any premium or interest on any Securities of that series, deposit (or, if the Company has deposited any trust funds with
a trustee pursuant to Section 13.04(a), causes such trustee to deposit) with a Paying Agent a sum sufficient to pay such
amount, such sum to be held as provided by 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.


 


The Company will cause each Paying Agent
for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) hold all sums held by
it for the payment of the principal of (and premium, if any) or interest, if any, on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;
(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making
of any payment of principal (and premium, if any) or interest, if any, on the Securities of that series; and (3) during the continuance
of any such default, 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.


 


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 an further liability with respect to such money.


 


Subject to any applicable abandoned property
law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of or any premium or interest on any Security of any series and remaining unclaimed for two years 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; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The
City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 10.04           
Statement by Officers as to Default.


 


The Company will deliver to the Trustee,
within 120 days after the end of each of its fiscal years ending after the date hereof, an Officer’s Certificate, stating
whether or not to the best knowledge of the signer thereof the Company 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 the Company shall be in default, specifying all such defaults and the nature and status thereof of which they
may have knowledge.


 


Section 10.05           
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 (or equivalent) existence.


 


Section 10.06           
Waiver of Certain Covenants.


 


Except as otherwise specified as contemplated
by Section 3.01 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 any covenant provided pursuant to Section
3.01(u), 9.01(b) or 9.01(g) for the benefit of the Holders of such series or in Article VIII or Sections
10.04 or 10.05, if before the time for such compliance the Holders of at least a majority in aggregate principal amount
of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 






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Article
XI. REDEMPTION OF SECURITIES


 


Section 11.01           
Applicability of Article.


 


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


 


Section 11.02           
Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any
Securities shall be established in or pursuant to a Board Resolution or an Officer’s Certificate or in another manner specified
as contemplated by Section 3.01 for such Securities. In case of any redemption at the election of the Company of the Securities
of any series (including any such redemption affecting only a single Security), the Company shall, not less than 35 nor more than
60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of
the tenor of the Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an
Officer’s Certificate evidencing compliance with such restriction or condition.


 


Section 11.03           
Selection by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which complies with any securities exchange or other Applicable Procedures;
provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall
not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of
a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed
shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series
and specified tenor not previously called for redemption in accordance with the preceding sentence.


 


If any Security selected for partial redemption
is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted
portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been
converted during a selection of securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.


 


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


 


The provisions of the two preceding paragraphs
shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole
or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be
in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


 






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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 which has been or is to be redeemed.


 


Section 11.04           
Notice of Redemption.


 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed or otherwise in accordance with the Applicable Procedures not less than 10 nor more than 60 days
prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 3.01 for the relevant
Securities), to each Holder of Securities to be redeemed, at his address appearing in the Security Register.


 


All notices of redemption shall identify
the Securities to be redeemed (including CUSIP numbers, if any) and shall state:


 


(a)                
the Redemption Date;


 


(b)               
the Redemption Price (or the method of calculating such price);


 


(c)                
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed,
the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities
to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed,
the principal amount of the particular Security to be redeemed;


 


(d)               
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;


 


(e)               
the place or places where each such Security is to be surrendered for payment of the Redemption Price;


 


(f)                
that the redemption is for a sinking fund, if such is the case; and


 


(g)               
for any Securities that by their terms may be converted, the terms of conversion, the date on which the right to
convert the Security to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion.


 


Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at the Company’s request (which may be rescinded
or revoked at any time prior the time at which the Trustee shall have given such notice to the Holders), by the Trustee in the
name and at the expense of the Company and shall be irrevocable.


 


Section 11.05           
Deposit of Redemption Price.


 


On or prior to Noon, New York City time,
on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are
to be redeemed on that date, other than Securities or portions of Securities called for redemption which are owned by the Company
or a Subsidiary and have been delivered by the Company or such Subsidiary to the Trustee for cancellation. All money, if any, earned
on funds held by the Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly return to the
Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price
of, and accrued interest, if any, on, all Securities to be redeemed.


 






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If any Security called for redemption is
converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption
of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as
provided in the last paragraph of Section 3.07 or in the terms of such Security) be paid to the Company upon Company Request
or, if then held by the Company, shall be discharged from such trust.


 


Section 11.06           
Securities Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity
is on or prior to the Redemption Date will 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 Record Dates according to their terms and the provisions of Section
3.07; provided further that, unless otherwise specified as contemplated by Section 3.01, if the Redemption Date is after
a Regular Record Date and on or prior to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Holder
of the redeemed Securities registered on the relevant Regular Record Date.


 


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 11.07           
Securities Redeemed in Part.


 


Any Security which 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 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 and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered.


 


Article
XII. SINKING FUNDS


 


Section 12.01           
Applicability of Article.


 


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


 


The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment
in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.


 


Section 12.02           
Satisfaction of Sinking Fund Payments with Securities.


 


The Company (a) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and (b) may apply as a credit Securities of a series
which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any
part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have
not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee
at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly.


 






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Section 12.03           
Redemption of Securities for Sinking Fund.


 


Not less than 45 days (or shorter period
as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to
the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant
to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof,
if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 12.02 and will also deliver
to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.


 


Article
XIII. DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.01           
Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The Company may elect, at its option at
any time, to have Section 13.02 or Section 13.03 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 3.01 as being defeasible pursuant to such Section 13.02 or 13.03, in
accordance with any applicable requirements provided pursuant to Section 3.01 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board Resolution, Officer’s Certificate or in another
manner specified as contemplated by Section 3.01 for such Securities.


 


Section 13.02           
Defeasance and Discharge.


 


Upon the Company’s exercise of its
option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall
be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after
the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject
to the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities
to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in Section 13.05, payments
in respect of the principal of and any premium and interest on such Securities when payments are due, (b) the Company’s obligations
with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (d) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its
option (if any) to have Section 13.03 applied to such Securities.


 


Section 13.03           
Covenant Defeasance.


 


Upon the Company’s exercise of its
option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (a) the Company
shall be released from its obligations under Sections 7.04, 8.01, 10.04, 10.05 and any covenants provided
pursuant to Section 3.01(u), 9.01(b) or 9.01(g) for the benefit of the Holders of such Securities and (b)
the occurrence of any event specified in Section 5.01(d) or 5.01(g) shall be deemed not to be or result in an Event
of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set
forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose,
such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly by reason
of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision
herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 






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Section 13.04           
Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to
the application of Section 13.02 or 13.03 to any Securities or any series of Securities, as the case may be:


 


(a)                
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which
satisfies the requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) in the case of any series of Securities
the payment on which may only be made in legal coin or currency of the United States, U.S. Government Obligations which through
the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than
Noon, New York City time, on the due date of any payment, money in an amount, or (C) such other obligations or arrangements as
may be specified as contemplated by Section 3.01 with respect to such Securities, or (D) a combination thereof, in each
case sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bankers, in either
case expressed in a written certification thereof to be delivered to the Trustee, to pay and discharge, and which shall be applied
by the Trustee (or any such other qualifying trustee) to pay and discharge, (1) the principal of and any premium and interest on
such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities or any
Redemption Date established pursuant to clause (i) below, and (2) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government
Obligation” means (x) any security which 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 is 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, which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation which 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 or interest evidenced by such
depositary receipt.


 


(b)               
In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as
the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has
been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result
of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax
on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were
not to occur.


 


(c)                
In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as
the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel that shall confirm that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to
be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and
at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.


 


(d)               
The Company shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities
nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 






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(e)                
 No event which is, or after notice or lapse of time or both would become, an Event of Default shall have occurred
and be continuing at the time of such deposit (other than such event or Event of Default (if any) resulting from the incurrence
of indebtedness or the grant of liens securing such indebtedness, all or a portion of the proceeds of which will be applied to
such deposit) or, with regard to any such event specified in Sections 5.01(e) and (f), at any time on or prior to
the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after
such 90th day).


 


(f)                 
Such deposit shall not result in a breach 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, or if such breach or default would occur,
which is not waived as of, and for all purposes, on and after, the date of such deposit.


 


(g)               
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article XI.


 


Section 13.05           
Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee
are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of any Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to
the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Holders of such Securities, of all sums, due and to become due thereon in respect of principal and any premium
and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant
to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities; provided that the Trustee shall be entitled to charge
any such tax, fee or other charge to such Holder’s account.


 


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 13.04 with respect to any Securities which are in excess of the amount thereof
which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.


 


Section 13.06           
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,
such Securities from which the Company has been discharged or released pursuant to Section 13.02 or 13.03 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 13.05 with respect to such
Securities in accordance with this Article; provided, however, that (a) 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 and (b) unless otherwise
required by any legal proceeding or any order or judgment of any court or governmental authority, the Trustee or Paying Agent shall
return all such money and U.S. Government Obligations to the Company promptly after receiving a written request therefor at any
time, if such reinstatement of the Company’s obligations has occurred and continues to be in effect.


 









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


 


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


 


	 	FLIR
    SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Carol P. Lowe
	 	Name:	Carol P. Lowe
		Title:	Executive Vice President and
                                         Chief Financial Officer



 


	 	U.S.
    BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	/s/ Linda A. McConkey
	 	Name:	Linda A. McConkey
		Title:	Vice President & Relationship Manager



 


[Signature Page to the Base Indenture]