Exhibit 4.5


 








 


APPLIED THERAPEUTICS, INC.


 





 



 


 





INDENTURE


 


 


Dated as of


 


__________________, 20_______


 


 


DEBT SECURITIES


 


______________________,


  





as Trustee


 


 





     


     


    

 


Reconciliation and tie between


 


Trust Indenture Act of 1939 and Indenture*


 


	Trust Indenture	 	 	 
	Act Section         	 	 	Indenture
    Section
	 	 	 	 
	§ 310(a)	 	 	11.04(a), 16.02
	  (b)	 	 	11.01(f), 11.04(b), 11.05(1),
	 	 	 	16.02
	(b)(1)	 	 	11.04(b), 16.02
	§ 311	 	 	11.01(f), 16.02
	§ 312	 	 	14.02(d), 16.02
	  (b) 	 	 	11.10,16.02
	  (c)	 	 	11.10,16.02
	§ 313(a)	 	 	10.01(a), 16.02
	§ 314	 	 	16.02
	§ 315(e)	 	 	11.05,16.02
	§ 316	 	 	16.02
	§ 317	 	 	16.02
	§ 318	 	 	16.02




 


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


  



    	 	i	 



     


    




 


TABLE OF CONTENTS*





  


	 	 	 	 	PAGE
	 	 	 	 	 
	ARTICLE I
	 
	DEFINITIONS
	 	 	 	 	 
	Section 1.01	 	Definitions.	 	1




	 
	ARTICLE II
	 
	FORMS OF SECURITIES




	 	 	 	 	 
	Section 2.01	 	Terms of
    the Securities	 	11
	Section 2.02	 	Form of Trustee’s
    Certificate of Authentication	 	12
	Section 2.03	 	Form of Trustee’s
    Certificate of Authentication by an Authenticating Agent	 	12




	 
	ARTICLE III
	 
	THE DEBT SECURITIES




	 	 	 	 	 
	Section 3.01	 	Amount Unlimited; Issuable in Series	 	13
	Section 3.02	 	Denominations	 	16
	Section 3.03	 	Execution, Authentication, Delivery and Dating	 	16
	Section 3.04	 	Temporary Securities	 	18
	Section 3.05	 	Registrar	 	19
	Section 3.06	 	Transfer and Exchange	 	19
	Section 3.07	 	Mutilated, Destroyed, Lost and Stolen Securities	 	23
	Section 3.08	 	Payment of Interest; Interest Rights Preserved	 	24
	Section 3.09	 	Cancellation	 	25
	Section 3.10	 	Computation of Interest	 	25
	Section 3.11	 	Currency of Payments in Respect of Securities	 	25
	Section 3.12	 	Judgments	 	26
	Section 3.13	 	CUSIP Numbers	 	26



 





 






*        The Table of Contents
is not a part of the Indenture.


 






    	 	ii 
	 



     


    

  

	ARTICLE IV
	 
	REDEMPTION OF SECURITIES




	 	 	 	 	 
	Section 4.01	 	Applicability of Right of Redemption	 	27
	Section 4.02	 	Selection of Securities to be Redeemed	 	27




	Section 4.03	 	Notice of Redemption	 	27
	Section 4.04	 	Deposit of Redemption Price	 	28
	Section 4.05	 	Securities Payable on Redemption Date	 	28
	Section 4.06	 	Securities Redeemed in Part	 	29




	 
	ARTICLE V
	 
	SINKING FUNDS
	 




	Section 5.01	 	Applicability of Sinking Fund	 	29
	Section 5.02	 	Mandatory Sinking Fund Obligation	 	29
	Section 5.03	 	Optioal Redemption at Sinking Fund Redemption Price	 	30
	Section 5.04	 	Application of Sinking Fund Payment	 	30




	 
	ARTICLE VI
	 
	PARTICULAR COVENANTS OF THE COMPANY




	 	 	 	 	 
	Section 6.01	 	Payments of Securities	 	31
	Section 6.02	 	Paying Agent	 	31
	Section 6.03	 	To Hold Payment in Trust	 	32
	Section 6.04	 	Merger, Consolidation and Sale of Assets	 	33
	Section 6.05	 	Compliance Certificate	 	34
	Section 6.06	 	Conditional Waiver by Holders of Securities	 	34
	Section 6.07	 	Statement by Officers as to Default	 	35




	 
	ARTICLE VII
	 
	REMEDIES
    OF TRUSTEE AND SECURITYHOLDERS
	 




	Section 7.01	 	Events of Default	 	35
	Section 7.02	 	Acceleration; Rescission and Annulment	 	36
	Section 7.03	 	Other Remedies	 	38
	Section 7.04	 	Trustee as Attorney-in-Fact	 	39
	Section 7.05	 	Priorities	 	39
	Section 7.06	 	Control by Securityholders; Waiver of Past Defaults	 	40
	Section 7.07	 	Limitation on Suits	 	40
	Section 7.08	 	Undertaking for Costs	 	41
	Section 7.09	 	Remedies Cumulative	 	41




	 
	ARTICLE VIII
	 
	CONCERNING THE SECURITYHOLDERS




	 	 	 	 	 
	Section 8.01	 	Evidence of Action of Securityholders	 	42
	Section 8.02	 	Proof of Execution or Holding of Securities	 	42
	Section 8.03	 	Persons Deemed Owners	 	43
	Section 8.04	 	Effect of Consents	 	43




 






    	 	ii 
	 



     


    

 


	ARTICLE IX
	 
	SECURITYHOLDERS’ MEETINGS
	 




	Section 9.01	 	Purposes of Meetings	 	43
	Section 9.02	 	Call of Meetings by Trustee	 	44
	Section 9.03	 	Call of Meetings by Company or Securityholders	 	44
	Section 9.04	 	Qualifications for Voting	 	44
	Section 9.05	 	Regulation of Meetings	 	44
	Section 9.06	 	Voting	 	45
	Section 9.07	 	No Delay of Rights by Meeting	 	45




	 
	ARTICLE X
	 
	REPORTS BY THE COMPANY AND THE TRUSTEE AND
 SECURITYHOLDERS’ LISTS




	 	 	 	 	 
	Section 10.01	 	Reports by
    Trustee	 	46
	Section 10.02	 	Reports by the Company	 	46
	Section 10.03	 	Securityholders’
    Lists	 	46




	 
	ARTICLE XI
	 
	CONCERNING THE TRUSTEE




	 	 	 	 	 
	Section 11.01	 	Rights of
    Trustees; Compensation and Indemnity	 	47
	Section 11.02	 	Duties of Trustee	 	49
	Section 11.03	 	Notice of Defaults	 	51
	Section 11.04	 	Eligibility; Disqualification	 	51
	 Section 11.05	 	Resignation and Notice;
    Removal	 	51
	Section 11.06	 	Successor Trustee by
    Appointment	 	52
	Section 11.07	 	Successor Trustee by
    Merger	 	53
	Section 11.08	 	Right to Rely on Officer’s
    Certificate	 	54
	Section 11.09	 	Appointment of Authenticating
    Agent	 	54
	Section 11.10	 	Communications by Securityholders
    with Other Securityholders	 	55




	 
	ARTICLE XII
	 
	SATISFACTION AND DISCHARGE; DEFEASANCE
	 




	Section 12.01	 	Applicability of Article	 	55
	Section 12.02	 	Satisfaction and Discharge of Indenture	 	55
	Section 12.03	 	Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations	 	57
	Section 12.04	 	Repayment to Company	 	59
	Section 12.05	 	Indemnity for U.S. Government Obligations	 	59




 






    	 	iii 
	 



     


    

	 	 	 	 	 
	Section 12.06	 	Deposits
    to Be Held in Escrow	 	59
	Section 12.07	 	Application of Trust
    Money	 	59
	Section 12.08	 	Deposits of Non-U.S.
    Currencies	 	60




	 
	ARTICLE XIII
	 
	IMMUNITY OF CERTAIN PERSONS
	 




	Section 13.01	 	No Personal Liability	 	60




	 
	ARTICLE XIV
	 
	SUPPLEMENTAL INDENTURES
	 




	Section 14.01	 	Without Consent of Securityholders	 	60
	Section 14.02	 	With Consent of Securityholders; Limitations	 	62
	Section 14.03	 	Trustee Protected	 	64
	Section 14.04	 	Effect of Execution of Supplemental Indenture	 	64
	Section 14.05	 	Notation on or Exchange of Securities	 	64
	Section 14.06	 	Conformity with TIA	 	64




	 
	ARTICLE XV
	 
	SUBORDINATION OF SECURITIES
	 




	Section 15.01	 	Agreement to Subordinate	 	64
	Section 15.02	 	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	 	65
	Section 15.03	 	No Payment on Securities in Event of Default on Senior Indebtedness	 	66
	Section 15.04	 	Payments on Securities Permitted	 	67
	Section 15.05	 	Authorization of Securityholders to Trustee to Effect Subordination	 	67
	Section 15.06	 	Notices to Trustee	 	67
	Section 15.07	 	Trustee as Holder of Senior Indebtedness	 	68
	Section 15.08	 	Modifications of Terms of Senior Indebtedness	 	68
	Section 15.09	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	68
	Section 15.10	 	Satisfaction and Discharge; Defeasance and Covenant Defeasance	 	69
	Section 15.11	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	 	69




	 
	ARTICLE XVI
	 
	MISCELLANEOUS PROVISIONS




	 	 	 	 	 
	Section 16.01	 	Certificates and Opinions as to Conditions Precedent	 	69
	Section 16.02	 	Trust Indenture Act Controls	 	70
	Section 16.03	 	Notices to the Company and Trustee	 	70
	Section 16.04	 	Notices to Securityholders; Waiver	 	71
	Section 16.05	 	Legal Holiday	 	71
	Section 16.06	 	Effects of Headings and Table of Contents	 	71




 






    	 	iv
	 



     


    

 


	Section 16.07	 	Successors and Assigns	 	71
	Section 16.08	 	Separability Clause	 	72
	Section 16.09	 	Benefits of Indenture	 	72
	Section 16.10	 	Counterparts Originals	 	72
	Section 16.11	 	Governing Law; Waiver of Trial by Jury	 	72




 






    	 	v
	 



     


    

 





INDENTURE
dated as of               ,20     ,
among Applied Therapeutics, Inc., a Delaware corporation (the “Company”), and __________, as trustee (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of unsecured debentures, notes, bonds or other evidences
of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one
or more series as provided in this Indenture; and


 


WHEREAS, all things necessary to make this
Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


That, in consideration of the premises and
the purchase of the Securities by the Holders thereof for the equal and proportionate benefit of all of the present and future
Holders of the Securities, each party agrees and covenants as follows:


 


ARTICLE I


 


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;


 


(b)            unless
otherwise defined in this Indenture or the context otherwise requires, all terms used herein without definition which are defined
in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;


 


(c)            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; and


 


(d)            references
to “Article” or “Section” or other subdivision herein are references to an Article, Section or other
subdivision of this Indenture, unless the context otherwise requires.


 


Section 1.01     Definitions.


 


Unless the context otherwise requires, the
terms defined in this Section 1.01 shall for all purposes of this Indenture have the meanings hereinafter set forth:


 






     

     


    

 


Affiliate:


 


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


 


Authenticating Agent:


 


The term “Authenticating Agent”
shall have the meaning assigned to it in Section 11.09.


 


Board of Directors:


 


The term “Board of Directors”
shall mean either the board of directors of the Company or the executive or any other committee of that board duly authorized to
act in respect hereof.


 


Board Resolution:


 


The term “Board Resolution”
shall mean a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors (or by a committee of the Board of Directors to the extent that any such other committee
has been authorized by the Board of Directors to establish or approve the matters contemplated) and to be in full force and effect
on the date of such certification and delivered to the Trustee.


 


Business Day:


 


The term “Business Day,” when
used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities,
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place
of Payment or such location are authorized or obligated by law or executive order to close.


 


Capital Stock:


 


The term “Capital Stock” shall
mean:


 


(a)            in
the case of a corporation, corporate stock;


 


(b)            in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(c)            in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and


 


(d)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock.


 






    	 	 2	 



     


    

 


Code:


 


The term “Code” shall mean the
Internal Revenue Code of 1986, as amended.


 


Company:


 


The term “Company” shall mean
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 Order:


 


The term “Company Order” shall
mean a written order signed in the name of the Company by any Officer and delivered to the Trustee.


 


Corporate Trust Office:


 


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


 


Currency:


 


The term “Currency” shall mean
U.S. Dollars or Foreign Currency.


 


Default:


 


The term “Default” shall have
the meaning assigned to it in Section 11.03.


 


Defaulted Interest:


 


The term “Defaulted Interest”
shall have the same meaning assigned to it in Section 3.08(b).


 


Depositary:


 


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


 



    	 	 3	 



     


    

 






 


Designated Currency:


 


The term “Designated Currency”
shall have the same meaning assigned to it in Section 3.12.


 


Discharged:


 


The term “Discharged” shall
have the meaning assigned to it in Section 12.03.


 


DTC:


 


The term “DTC” shall mean The
Depository Trust Company, Inc. and its successors.


 


Event of Default:


 


The term “Event of Default”
shall have the meaning specified in Section 7.01.


 


Exchange Act:


 


The term “Exchange Act” shall
mean the United States Securities Exchange Act of 1934, and the rules and regulations promulgated by the SEC thereunder and
any statute successor thereto, in each case as amended from time to time.


 


Exchange Rate:


 


The term “Exchange Rate” shall
have the meaning assigned to it in Section 7.01.


 


Floating Rate Security:


 


The term “Floating Rate Security”
shall mean a Security that provides for the payment of interest at a variable rate determined periodically by reference to an interest
rate index specified pursuant to Section 3.01.


 


Foreign Currency:


 


The term “Foreign Currency”
shall mean a currency issued by the government of any country other than the United States or a composite currency, the value of
which is determined by reference to the values of the currencies of any group of countries.


 


GAAP:


 


The term “GAAP,” with respect
to any computations required or permitted hereunder, shall mean generally accepted accounting principles in effect in the United
States as in effect from time to time; provided, however, if the Company is required by the SEC to adopt (or is permitted
to adopt and so adopts) a different accounting framework, including, but not limited to, the International Financial Reporting
Standards, “GAAP” shall mean such new accounting framework as in effect from time to time, including, without limitation,
in each case, those accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board
or in such other statements by such other entity as approved by a significant segment of the accounting profession.


 






    	 	4	 



     


    

 


Global Security:


 


The term “Global Security” shall
mean any Security that evidences all or part of a series of Securities, issued in fully-registered certificated form to the Depositary
for such series in accordance with Section 3.03 and bearing the legend prescribed in Section 3.03(g).


 


Holder; Holder of Securities:


 


The terms “Holder” and “Holder
of Securities” are defined under “Securityholder; Holder of Securities; Holder.”


 


Indebtedness:


 


The term “Indebtedness” shall
mean any and all obligations of a Person for money borrowed which, in accordance with GAAP, would be reflected on the balance sheet
of such Person as a liability on the date as of which Indebtedness is to be determined.


 


Indenture:


 


The term “Indenture” or “this
Indenture” shall mean this instrument as originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, 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; provided, however, that if
at any time more than one Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustees
for any one or more separate series of Securities, “Indenture” shall mean, with respect to such series of Securities
for which any such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include
the terms of particular series of Securities for which such Person is Trustee established as contemplated by Section 3.01,
exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more
indentures supplemental hereto executed and delivered after such person had become such Trustee, but to which such person, as such
Trustee, was not a party; provided, further, that in the event that this Indenture is supplemented or amended by one or
more indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture”
for a particular series of Securities shall only include the supplemental indentures applicable thereto.


 






    	 	5	 



     


    

 


Individual Securities:


 


The term “Individual Securities”
shall have the meaning specified in Section 3.01(p).


 


Interest:


 


The term “interest” shall mean,
unless the context otherwise requires, interest payable on any Securities, and with respect to an Original Issue Discount Security
that by its terms bears interest only after Maturity, interest payable after Maturity.


 


Interest Payment Date:


 


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


 


Mandatory Sinking Fund Payment:


 


The term “Mandatory Sinking Fund Payment”
shall have the meaning assigned to it in Section 5.01(b).


 


Maturity:


 


The term “Maturity,” with respect
to any Security, shall mean the date on which the principal of such Security shall become due and payable as therein and herein
provided, whether by declaration, call for redemption or otherwise.


 


Members:


 


The term “Members” shall have
the meaning assigned to it in Section 3.03(i).


 


Officer:


 


The term “Officer” shall mean
any of the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President or a Vice President,
Treasurer or Assistant Treasurer, Controller, Secretary or Assistant Secretary of the Company.


 


Officer’s
Certificate:


 


The term “Officer’s Certificate”
shall mean a certificate signed by any Officer and delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 16.01 if and to the extent required by the provisions of such Section.


 






    	 	6	 



     


    

 


Opinion of Counsel:


 


The term “Opinion of Counsel”
shall mean an opinion in writing signed by one or more legal counsel, who may be an employee of or of counsel to the Company, and
meets the requirements provided for in Section 16.01.


 


Optional Sinking Fund Payment:


 


The term “Optional Sinking Fund Payment”
shall have the meaning assigned to it in Section 5.01(b).


 


Original Issue Discount Security:


 


The term “Original Issue Discount
Security” shall mean any Security that is issued with “original issue discount” within the meaning of Section 1273(a) of
the Code and the regulations thereunder, or any successor provision, and any other Security designated by the Company as issued
with original issue discount for United States federal income tax purposes.


 


Outstanding:


 


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


 


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


 


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


 


(c)            Securities
that have been paid pursuant to Section 3.07(b) 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
a Responsible Officer of the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands
such Securities are valid obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of Securities of a series Outstanding
have performed any action hereunder, Securities owned by the Company or any other obligor upon the Securities of such series 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 action, only Securities of such series that a Responsible Officer
of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with
respect to such Securities and that the pledgee is not the Company or any other obligor upon such Securities or any Affiliate of
the Company or of such other obligor. In determining whether the Holders of the requisite principal amount of Outstanding Securities
of a series have performed any action hereunder, the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purpose shall be the amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02 and the principal amount
of a Security denominated in a Foreign Currency that shall be deemed to be Outstanding for such purpose shall be the amount calculated
pursuant to Section 3.11(b).


 






    	 	7	 



     


    

 


Paying Agent:


 


The term “Paying Agent” shall
have the meaning assigned to it in Section 6.02(a).


 


Person:


 


The term “Person” shall mean
any individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a trust, an unincorporated
organization or a government or an agency or political subdivision thereof or other entity.


 


Place of Payment:


 


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


 


Predecessor Security:


 


The term “Predecessor Security”
shall mean, with respect to any Security, every previous Security evidencing all or a portion of the same Indebtedness as that
evidenced by such particular Security, and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same Indebtedness as the lost,
destroyed or stolen Security.


 


Record Date:


 


The term “Record Date” shall
mean, with respect to any interest payable on any Security on any Interest Payment Date, any date specified in such Security or
pursuant to Section 3.01 with respect to such Security as the record date for the payment of interest.


 


Redemption Date:


 


The term “Redemption Date” shall
mean, when used with respect to any Security to be redeemed, in whole or in part, the date fixed for such redemption by or pursuant
to this Indenture and the terms of such Security, which, in the case of a Floating Rate Security, unless otherwise specified pursuant
to Section 3.01, shall be an Interest Payment Date only.


 






    	 	8	 



     


    

 


Redemption Price:


 


The term “Redemption Price,”
when used with respect to any Security to be redeemed, in whole or in part, shall mean the price at which it is to be redeemed
pursuant to the terms of the applicable Security and this Indenture.


 


Register:


 


The term “Register” shall have
the meaning assigned to it in Section 3.05(a).


 


Registrar:


 


The term “Registrar” shall have
the meaning assigned to it in Section 3.05(a).


 


Responsible Officers:


 


The term “Responsible Officers”
of the Trustee hereunder shall mean any vice president, any assistant vice president, any trust officer, any assistant trust officer,
secretary, associate or any other officer associated with the corporate trust department of the Trustee customarily performing
functions similar to those performed by any of the above designated officers, and also means, with respect to a particular corporate
trust matter, any other officer of the Trustee to whom such matter is referred because of such person’s knowledge of and
familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.


 


SEC:


 


The term “SEC” shall mean the
United States Securities and Exchange Commission, as constituted from time to time.


 


Security:


 


The term “Security” or “Securities”
shall have the meaning stated in the recitals and shall more particularly mean one or more of the Securities duly authenticated
by the Trustee and delivered pursuant to the provisions of this Indenture.


 


Security Custodian:


 


The term “Security Custodian”
shall mean the custodian with respect to any Global Security appointed by the Depositary, or any successor Person thereto, and
shall initially be the Trustee.


 


Securityholder; Holder of Securities; Holder:


 


The term “Securityholder” or
 “Holder of Securities” or “Holder,” shall mean the Person in whose name Securities shall be registered
in the Register kept for that purpose hereunder.


 






    	 	9	 



     


    

 


Senior Indebtedness:


 


The term “Senior Indebtedness”
means the principal of (and premium, if any) and unpaid interest on (x) Indebtedness of the Company, whether outstanding on
the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed other than (a) any Indebtedness
of the Company which when incurred, and without respect to any election under Section 1111(b) of the Federal Bankruptcy
Code, was without recourse to the Company, (b) any Indebtedness of the Company to any of its Subsidiaries, (c) Indebtedness
to any employee of the Company, (d) any liability for taxes, (e) Trade Payables and (f) any Indebtedness of the
Company which is expressly subordinate in right of payment to any other Indebtedness of the Company, and (y) renewals, extensions,
modifications and refundings of any such Indebtedness. For purposes of the foregoing and the definition of “Senior Indebtedness,”
the phrase “subordinated in right of payment” means debt subordination only and not lien subordination, and accordingly,
(i) unsecured indebtedness shall not be deemed to be subordinated in right of payment to secured indebtedness merely by virtue
of the fact that it is unsecured, and (ii) junior liens, second liens and other contractual arrangements that provide for
priorities among Holders of the same or different issues of indebtedness with respect to any collateral or the proceeds of collateral
shall not constitute subordination in right of payment. This definition may be modified or superseded by a supplemental indenture.


 


Special Record Date:


 


The term “Special Record Date”
shall have the meaning assigned to it in Section 3.08(b)(i).


 


Stated Maturity:


 


The term “Stated Maturity” when
used with respect to any Security or any installment of interest thereon, shall mean the date specified in such Security or pursuant
to Section 3.01 with respect to such Security as the fixed date on which the principal (or any portion thereof) of or premium,
if any, on such Security or such installment of interest is due and payable.


 


Subsidiary:


 


The term “Subsidiary,” when
used with respect to any Person, shall mean with respect to any Person, a corporation, partnership association, joint venture,
trust, limited liability company or other business entity which is required to be consolidated with such Person in accordance with
GAAP.


 


Successor Company:


 


The term “Successor Company”
shall have the meaning assigned to it in Section 3.06(i).


 


Trade Payables:


 


The term “Trade Payables” means
accounts payable or any other Indebtedness or monetary obligations to trade creditors created or assumed by the Company or any
Subsidiary of the Company in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities).


 






    	 	10	 



     


    

 


Trust Indenture Act; TIA:


 


The term “Trust Indenture Act”
or “TIA” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder as in
effect on the date of this Indenture, except as provided in Section 14.06 and except to the extent any amendment to the Trust
Indenture Act expressly provides for application of the Trust Indenture Act as in effect on another date.


 


Trustee:


 


The term “Trustee” shall mean
the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become
such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee”
shall mean 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. Dollars:


 


The term “U.S. Dollars” shall
mean such currency of the United States as at the time of payment shall be legal tender for the payment of public and private debts.


 


U.S. Government Obligations:


 


The term “U.S. Government Obligations”
shall have the meaning assigned to it in Section 12.03.


 


United States:


 


The term “United States” shall
mean the United States of America, its territories and possessions, any State of the United States and the District of Columbia.


 


ARTICLE II


 


FORMS
OF SECURITIES


 


Section 2.01     Terms
of the Securities


 


(a)            The
Securities of each series shall be substantially in the form set forth in a Board Resolution, a Company Order or in one or more
indentures supplemental hereto, and shall have such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and
such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions
of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any securities exchange on which any series of the Securities may be listed or of any automated
quotation system on which any such series may be quoted, or to conform to usage, all as determined by any of the officers executing
such Securities as conclusively evidenced by their execution of such Securities.


 






    	 	11	 



     


    

 


(b)            The
terms and provisions of the Securities shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions
and to be bound thereby.


 


Section 2.02     Form of
Trustee’s Certificate of Authentication


 


(a)            Only
such of the Securities as shall bear thereon a certificate substantially in the form of the Trustee’s certificate of authentication
hereinafter recited, executed by the Trustee by manual signature, shall be valid or become obligatory for any purpose or entitle
the Holder thereof to any right or benefit under this Indenture.


 


(b)            Each
Security shall be dated the date of its authentication, except that any Global Security shall be dated as of the date specified
as contemplated in Section 3.01.


 


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


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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





 


	Date of authentication:	 	 	 	 	 	, as Trustee
	 	 	 	 
		 	By:	 
	 	 	 	Authorized Signatory




 


Section 2.03     Form of
Trustee’s Certificate of Authentication by an Authenticating Agent   If at any time there shall be an Authenticating
Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication by such Authenticating
Agent to be borne by Securities of each such series shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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





 


	Date of authentication:	 	 	 	 	 	, as Trustee



 





		 	 By:	
	 	 	 	as Authenticating Agent
	 	 	 	 
	 	 	 	 
	 	 	By:	
	 	 	 	Authorized Signatory






 






    	 	12	 



     


    

 


ARTICLE III


 


THE
DEBT SECURITIES


 


Section 3.01     Amount
Unlimited; Issuable in Series


 


The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The title and terms on each
series of Securities shall be as set forth in a Board Resolution, Company Order or in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series:


 


(a)            the
title of the Securities of the series (which shall distinguish the Securities of such series from the Securities of all other series,
except to the extent that additional Securities of an existing series are being issued);


 


(b)            any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of such
series pursuant to Section 3.04, 3.06, 3.07, 4.06, or 14.05);


 


(c)            the
dates on which or periods during which the Securities of the series may be issued, and the dates on, or the range of dates within,
which the principal of and premium, if any, on the Securities of such series are or may be payable or the method by which such
date or dates shall be determined or extended;


 


(d)            the
rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall
be determined, whether such interest shall be payable in cash or additional Securities of the same series or shall accrue and increase
the aggregate principal amount outstanding of such series (including if such Securities were originally issued at a discount),
the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest
Payment Dates on which any such interest shall be payable, and the Record Dates for the determination of Holders to whom interest
is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any, to
extend or defer interest payments and the duration of such extension or deferral;


 


(e)            if
other than U.S. Dollars, the Foreign Currency in which Securities of the series shall be denominated or in which payment of the
principal of, premium, if any, or interest on the Securities of the series shall be payable and any other terms concerning such
payment;


 






    	 	13	 



     


    

 


(f)            if
the amount of payment of principal of, premium, if any, or interest on the Securities of the series may be determined with reference
to an index, formula or other method, including, but not limited to, an index based on a Currency or Currencies other than that
in which the Securities are stated to be payable, the manner in which such amounts shall be determined;


 


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


 


(h)            the
place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of, premium,
if any, and interest on Securities of the series shall be payable, and where Securities of any series may be presented for registration
of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Company in respect of the
Securities of such series may be made;


 


(i)            the
price or prices at which, the period or periods within which or the date or dates on which, and the terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;


 


(j)            the
obligation or right, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund,
amortization or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods
within which or the date or dates on which, the Currency or Currencies in which and the terms and conditions upon which Securities
of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;


 


(k)            if
other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities
of the series shall be issuable;


 


(l)            if
other than the principal amount thereof, the portion of the principal amount of the Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 7.02;


 


(m)            the
guarantors, if any, of the Securities of the series, and the extent of the guarantees (including provisions relating to seniority,
subordination, and the release of the guarantors), if any, and any additions or changes to permit or facilitate guarantees of such
Securities;


 


(n)            whether
the Securities of the series are to be issued as Original Issue Discount Securities and the amount of discount with which such
Securities may be issued;


 






    	 	14	 



     


    

 


(o)            if
the provisions of Article XII hereof shall not be applicable with respect to the Securities of such series; or any addition
to or change in the provisions of Article XII and, if the Securities of any series are payable in a Currency other than U.S.
Dollars, the Currency or the nature of the government obligations to be deposited with the Trustee pursuant to Section 12.08;


 


(p)            whether
the Securities of the series are to be issued in whole or in part in the form of one or more Global Securities and, in such case,
the Depositary for such Global Security or Global Securities, and the terms and conditions, if any, upon which interests in such
Global Security or Global Securities may be exchanged in whole or in part for the individual securities represented thereby in
definitive form registered in the name or names of Persons other than such Depositary or a nominee or nominees thereof (“Individual
Securities”);


 


(q)            the
date as of which any Global Security of the series shall be dated if other than the original issuance of the first Security of
the series to be issued;


 


(r)            the
form or forms of the Securities of the series including such legends as may be required by applicable law;


 


(s)            if
the Securities of the series are to be convertible into or exchangeable for any securities or property of any Person (including
the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable, and any additions or
changes, if any, to permit or facilitate such conversion or exchange;


 


(t)            whether
the Securities of such series are subject to subordination and the terms of such subordination (for avoidance of doubt, Article XV
shall not apply to the Securities of any series unless the terms of such series expressly state it applies);


 


(u)            whether
the Securities of such series are to be secured and the terms of such security;


 


(v)            any
restriction or condition on the transferability of the Securities of such series;


 


(w)            any
addition or change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of such
series;


 


(x)            any
addition or change in the provisions related to supplemental indentures set forth in Sections 14.01, 14.02 and 14.04 which applies
to Securities of such series;


 


(y)            provisions,
if any, granting special rights to Holders upon the occurrence of specified events;


 


(z)            any
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 7.02
and any addition or change in the provisions set forth in Article VII which applies to Securities of the series;


 






    	 	15	 



     


    

 


(aa)     any
addition to or change in the covenants set forth in Article VI which applies to Securities of the series; and


 


(bb)     any
other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of the TIA, but may modify,
amend, supplement or delete any of the terms of this Indenture with respect to such series).


 


All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided herein or set forth in a Board Resolution, a Company Order or
in one or more indentures supplemental hereto.


 


Unless otherwise specified with respect to the Securities of
any series pursuant to this Section 3.01, the Company may, at its option, at any time and from time to time, issue additional
Securities of any series of Securities previously issued under this Indenture which together shall constitute a single series of
Securities under this Indenture.


 


Section 3.02     Denominations
  In the absence of any specification pursuant to Section 3.01 with respect to Securities of any series, the
Securities of such series shall be issuable only as Securities in denominations of $2,000 and any integral multiple of $1,000
in excess thereof, and shall be payable only in U.S. Dollars.


 


Section 3.03     Execution,
Authentication, Delivery and Dating


 


(a)            The
Securities shall be executed in the name and on behalf of the Company by the manual or facsimile signature of any Officer. If the
Person whose signature is on a Security no longer holds that office at the time the Security is authenticated and delivered, the
Security shall nevertheless be valid.


 


(b)            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, if required pursuant to Section 3.01, a supplemental indenture or Company Order setting forth the terms
of the Securities of a series. The Trustee shall thereupon authenticate and deliver such Securities without any further action
by the Company. The Company Order shall specify the amount of Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated.


 


(c)            In
authenticating the first Securities of any series and accepting the additional responsibilities under this Indenture in relation
to such Securities the Trustee shall receive, and (subject to Section 11.02) shall be fully protected in relying upon an Officer’s
Certificate and an Opinion of Counsel, each prepared in accordance with Section 16.01 stating that the conditions precedent,
if any, provided for in the Indenture have been complied with.


 


(d)            The
Trustee shall have the right to decline to authenticate and deliver the Securities under this Section 3.03 if the issue of
the Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 






    	 	16	 



     


    

 


(e)            Each
Security shall be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respect
to the Securities of such series.


 


(f)            Notwithstanding
the provisions of Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally
issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only
once prior to the authentication and delivery of the first Security of such series;


 


(g)            If
the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part
in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one
or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Global Securities, (ii) shall be registered, in the name of the Depositary
for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following
effect:


 


“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY,
WHICH SHALL BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF THE NOMINEE OF THE DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO THE NOMINEE OF THE DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, THE NOMINEE OF THE DEPOSITARY, HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.”


 


The aggregate principal amount of each Global
Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided
in this Indenture.


 






    	 	17	 



     


    

 


(h)            Each
Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation
and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable
statute or regulation.


 


(i)            Members
of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary shall
be treated by the Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee,
the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary
governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security
may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to
take any action that a Holder is entitled to take under this Indenture or the Securities.


 


(j)            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 one of the forms provided for herein duly executed by the Trustee
or by an Authenticating Agent by manual or facsimile signature of an authorized signatory of the Trustee or Authenticating Agent,
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.


 


Section 3.04     Temporary
Securities


 


(a)            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 that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized
denominations, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and
with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine,
as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the form of one or more
Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall
be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially
the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued.


 


(b)            If
temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall
be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of
the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. 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.


 






    	 	18	 



     


    

 


(c)            Upon
any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented
thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee
to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security
shall be reduced for all purposes by the amount so exchanged and endorsed.


 


Section 3.05     Registrar


 


(a)            The
Company will keep, at an office or agency to be maintained by it in a Place of Payment where Securities may be presented for registration
or presented and surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable (the “Registrar”), a security register
for the registration and the registration of transfer or of exchange of the Securities (the registers maintained in such office
and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Register”),
as in this Indenture provided, which Register shall at all reasonable times be open for inspection by the Trustee. Such Register
shall be in written form or in any other form capable of being converted into written form within a reasonable time. The Company
may have one or more co-Registrars; the term “Registrar” includes any co-registrar.


 


(b)            The
Company shall enter into an appropriate agency agreement with any Registrar or co-Registrar not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the
name and address of each such agent. If the Company fails to maintain a Registrar for any series, the Trustee shall act as such
and shall be entitled to appropriate compensation therefor pursuant to Section 11.01. The Company or any Affiliate thereof
may act as Registrar, co-Registrar or transfer agent.


 


(c)            The
Company hereby appoints the Trustee at its Corporate Trust Office as Registrar in connection with the Securities and this Indenture,
until such time as another Person is appointed as such.


 


Section 3.06     Transfer
and Exchange


 


(a)            Transfer.


 


(i)            Upon
surrender for registration of transfer of any Security of any series at the Registrar the Company shall execute, and the Trustee
or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee, one or more new Securities
of the same series for like aggregate principal amount of any authorized denomination or denominations. The transfer of any Security
shall not be valid as against the Company or the Trustee unless registered at the Registrar at the request of the Holder, or at
the request of his, her or its attorney duly authorized in writing.


 






    	 	19	 



     


    

 


(ii)            Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole or in part for the Individual Securities represented
thereby, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of
such successor Depositary.


 


(b)            Exchange.


 


(i)            At
the option of the Holder, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for
other Securities of the same series for like aggregate principal amount of any authorized denomination or denominations, upon surrender
of the Securities to be exchanged at the Registrar.


 


(ii)            Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee or Authenticating Agent shall authenticate
and deliver, the Securities that the Holder making the exchange is entitled to receive.


 


(c)            Exchange
of Global Securities for Individual Securities. Except as provided below, owners of beneficial interests in Global Securities will
not be entitled to receive Individual Securities.


 


(i)            Individual
Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for such interests if: (A) at
any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible
under Section 3.03(h) and, in each case, a successor Depositary is not appointed by the Company within 90 days of such
notice, or (B) the Company executes and delivers to the Trustee and the Registrar a Company Order stating that such Global
Security shall be so exchangeable.


 


In connection with the exchange
of an entire Global Security for Individual Securities pursuant to this subsection (c), such Global Security shall be deemed to
be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of Individual Securities of such series, will authenticate and deliver to each beneficial owner
identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount
of Individual Securities of authorized denominations.


 






    	 	20	 



     


    

 


(ii)            The
owner of a beneficial interest in a Global Security will be entitled to receive an Individual Security in exchange for such interest
if an Event of Default has occurred and is continuing. Upon receipt by the Security Custodian and Registrar of instructions from
the Holder of a Global Security directing the Security Custodian and Registrar to (x) issue one or more Individual Securities
in the amounts specified to the owner of a beneficial interest in such Global Security and (y) debit or cause to be debited
an equivalent amount of beneficial interest in such Global Security, subject to the rules and regulations of the Depositary:


 


(A)            the
Security Custodian and Registrar shall notify the Company and the Trustee of such instructions, identifying the owner and amount
of such beneficial interest in such Global Security;


 


(B)            the
Company shall promptly execute and the Trustee, upon receipt of a Company Order for the authentication and delivery of Individual
Securities of such series, shall authenticate and deliver to such beneficial owner Individual Securities in an equivalent amount
to such beneficial interest in such Global Security; and


 


(C)            the
Security Custodian and Registrar shall decrease such Global Security by such amount in accordance with the foregoing. In the event
that the Individual Securities are not issued to each such beneficial owner promptly after the Registrar has received a request
from the Holder of a Global Security to issue such Individual Securities, the Company expressly acknowledges, with respect to the
right of any Holder to pursue a remedy pursuant to Section 7.07 hereof, the right of any beneficial Holder of Securities to
pursue such remedy with respect to the portion of the Global Security that represents such beneficial Holder’s Securities
as if such Individual Securities had been issued.


 


(iii)            If
specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series of
Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Individual Securities
of such series on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,


 


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


 






    	 	21	 



     


    

 


(B)            to
such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Individual Securities delivered to Holders thereof.


 


(iv)            In
any exchange provided for in clauses (i) through (iii), the Company will execute and the Trustee will authenticate and deliver
Individual Securities in registered form in authorized denominations.


 


(v)            Upon
the exchange in full of a Global Security for Individual Securities, such Global Security shall be canceled by the Trustee. Individual
Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities
are so registered.


 


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


 


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


 


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


 


(g)            The
Company shall not be required to (i) register, transfer or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the transmission of a notice of redemption of Securities of such series selected
for redemption under Section 4.02 and ending at the close of business on the day of such transmission, or (ii) register,
transfer or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 






    	 	22	 



     


    

 


(h)            In
case a successor Company (“Successor Company”) has executed an indenture supplemental hereto with the Trustee pursuant
to Section 6.04, any of the Securities previously authenticated or delivered may, from time to time, at the request of the
Successor Company, be exchanged for other Securities executed in the name of the Successor Company with such changes in phraseology
and form as may be appropriate, but otherwise identical to the Securities surrendered for such exchange and of like principal amount;
and the Trustee, upon Company Order of the Successor Company, shall authenticate and deliver Securities as specified in such order
for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a Successor
Company pursuant to this Section 3.06 in exchange or substitution for or upon registration of transfer of any Securities,
such Successor Company, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities
at the time Outstanding for Securities authenticated and delivered in such new name.


 


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


 


(j)            Neither
the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.


 


Section 3.07     Mutilated,
Destroyed, Lost and Stolen Securities


 


(a)            If
(i) any mutilated Security is surrendered to the Trustee at its Corporate Trust Office or (ii) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company
and the Trustee security or indemnity satisfactory to them to save each of them and any Paying Agent harmless, and neither the
Company nor the Trustee receives notice that such Security has been acquired by a protected purchaser, then the Company shall execute
and upon Company Order the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Security, a new Security of the same series and of like tenor, form, terms and principal amount, bearing a number
not contemporaneously outstanding, such that neither gain nor loss in interest shall result from such exchange or substitution.


 


(b)            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 the amount due on such Security in accordance with its terms.


 


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


 






    	 	23	 



     


    





 


(d)         Every
new Security of any series issued pursuant to this Section shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen 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.


 


(e)         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 3.08         Payment
of Interest; Interest Rights Preserved.


 


(a)         Interest
on any Security that is payable and is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person
in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for
such interest notwithstanding the cancellation of such Security upon any transfer or exchange subsequent to the Record Date. Payment
of interest on Securities shall be made at the Corporate Trust Office (except as otherwise specified pursuant to Section 3.01)
or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address shall appear in
the Register or, in accordance with arrangements satisfactory to the Trustee, by wire transfer to an account designated by the
Holder.


 


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


 


(i)            The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest
(a “Special Record Date”), which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 calendar days and not less than 10 calendar days prior to the date of the proposed payment and not less than
10 calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holders of such
Securities at their addresses as they appear in the Register, not less than 10 calendar days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause
(ii).


 






    	 	24 	 



     


    

 


(ii)            The
Company may make payment of any Defaulted Interest on Securities 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.


 


(c)         Subject
to the provisions set forth herein relating to Record Dates, each Security delivered pursuant to any provision of this Indenture
in exchange or substitution for, or upon registration of transfer of, any other Security shall carry all the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.


 


Section 3.09         Cancellation.
Unless otherwise specified pursuant to Section 3.01 for Securities of any series, all Securities surrendered for payment,
redemption, registration of transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee for cancellation and shall be promptly canceled by it and, if surrendered
to the Trustee, shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted by this Indenture. The Trustee shall dispose of
all canceled Securities held by it in accordance with its then customary procedures and deliver a certificate of such disposal
to the Company upon its request therefor. The acquisition of any Securities by the Company shall not operate as a redemption or
satisfaction of the Indebtedness represented thereby unless and until such Securities are surrendered to the Trustee for cancellation.


 


Section 3.10         Computation
of Interest. Except as otherwise specified pursuant to 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         Currency
of Payments in Respect of Securities.


 


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


 






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(b)         For
purposes of any provision of the Indenture where the Holders of Outstanding Securities may perform an action that requires that
a specified percentage of the Outstanding Securities of all series perform such action and for purposes of any decision or determination
by the Trustee of amounts due and unpaid for the principal of and premium, if any, and interest on the Securities of all series
in respect of which moneys are to be disbursed ratably, the principal of and premium, if any, and interest on the Outstanding Securities
denominated in a Foreign Currency will be the amount in U.S. Dollars based upon exchange rates, determined as specified pursuant
to Section 3.01 for Securities of such series, as of the date for determining whether the Holders entitled to perform such
action have performed it or as of the date of such decision or determination by the Trustee, as the case may be.


 


(c)         Any
decision or determination to be made regarding exchange rates shall be made by an agent appointed by the Company; provided
that such agent shall accept such appointment in writing and the terms of such appointment shall, in the opinion of the Company
at the time of such appointment, require such agent to make such determination by a method consistent with the method provided
pursuant to Section 3.01 for the making of such decision or determination. All decisions and determinations of such agent
regarding exchange rates shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee and all Holders of the Securities.


 


Section 3.12         Judgments.
The Company may provide pursuant to Section 3.01 for Securities of any series that (a) the obligation, if any, of the
Company to pay the principal of, premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars
(the “Designated Currency”) as may be specified pursuant to Section 3.01 is of the essence and agrees that, to
the fullest extent possible under applicable law, judgments in respect of such Securities shall be given in the Designated Currency;
(b) the obligation of the Company to make payments in the Designated Currency of the principal of and premium, if any, and
interest on such Securities shall, notwithstanding any payment in any other Currency (whether pursuant to a judgment or otherwise),
be discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment may, in accordance
with normal banking procedures, purchase with the sum paid in such other Currency (after any premium and cost of exchange) on
the business day in the country of issue of the Designated Currency or in the international banking community (in the case of
a composite currency) immediately following the day on which such Holder receives such payment; (c) if the amount in the
Designated Currency that may be so purchased for any reason falls short of the amount originally due, the Company shall pay such
additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation of the Company not discharged
by such payment shall be due as a separate and independent obligation and, until discharged as provided herein, shall continue
in full force and effect.


 


Section 3.13         CUSIP
Numbers. The Company in issuing any Securities may use CUSIP, ISIN or other similar numbers, if then generally
in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption or exchange with
respect to such series provided that any such notice may state that no representation is made as to the correctness of such 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 numbers. The Company will promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other similar
numbers.


 






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ARTICLE IV


 


REDEMPTION
OF SECURITIES


 


Section 4.01         Applicability
of Right of Redemption. Redemption of Securities (other than pursuant to a sinking fund, amortization or analogous
provision) permitted by the terms of any series of Securities shall be made (except as otherwise specified pursuant to Section 3.01
for Securities of any series) in accordance with this Article; provided, however, that if any such terms of a series of
Securities shall conflict with any provision of this Article, the terms of such series shall govern.


 


Section 4.02         Selection
of Securities to be Redeemed.


 


(a)         If
the Company shall at any time elect to redeem all or any portion of the Securities of a series then Outstanding, it shall at least
30 days prior to the Redemption Date fixed by the Company (unless a shorter period shall be satisfactory to the Trustee) notify
the Trustee of such Redemption Date and of the principal amount of Securities to be redeemed, and thereupon the Trustee shall select,
by lot or in such other manner as the Trustee shall deem appropriate and which may provide for the selection for redemption of
a portion of the principal amount of any Security of such series; 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. In any case where more than one Security of such series is registered in the same name, the Trustee may treat
the aggregate principal amount so registered as if it were represented by one Security of such series. The Trustee shall, as soon
as practicable, notify the Company in writing of the Securities and portions of Securities so selected.


 


(b)         For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such
Security that has been or is to be redeemed. If the Company shall so direct, Securities registered in the name of the Company,
any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption.


 


Section 4.03         Notice
of Redemption.


 








(a)         Notice
of redemption shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company, not less than 30 nor more than 60 days prior to the Redemption Date (unless a shorter period shall be satisfactory
to the Trustee), to the Holders of Securities of any series to be redeemed in whole or in part pursuant to this Article, in the
manner provided in Section 16.04. Any notice so given shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. Failure to give such notice, or any defect in such notice to the Holder of any Security of a series
designated for redemption, in whole or in part, shall not affect the sufficiency of any notice of redemption with respect to the
Holder of any other Security of such series.


 






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(b)        All
notices of redemption shall identify the Securities to be redeemed (including CUSIP, ISIN or other similar numbers, if available
along with the statement in Section 3.13) and shall state:


 


(i)             such
election by the Company to redeem Securities of such series pursuant to provisions contained in this Indenture or the terms of
the Securities of such series or a supplemental indenture establishing such series, if such be the case;


 


(ii)            the
Redemption Date;


 


(iii)           the
Redemption Price;


 


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


 


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


 


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


 


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


 


Section 4.04         Deposit
of Redemption Price. On or prior to 11:00 a.m., New York City time, on the Redemption Date for any Securities, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 6.03) an amount of money in the Currency in which such Securities are denominated
(except as provided pursuant to Section 3.01) sufficient to pay the Redemption Price of such Securities or any portions thereof
that are to be redeemed on that date.


 


Section 4.05         Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, any Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Company shall
Default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price; provided,
however, that (unless otherwise provided pursuant to Section 3.01) installments of interest that have a Stated Maturity
on or prior to the Redemption Date for such Securities shall be payable according to the terms of such Securities and the provisions
of Section 3.08.


 



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If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal thereof and premium, if any, thereon shall, until paid, bear
interest from the Redemption Date at the rate borne by or prescribed in such Securities.


 


Section 4.06         Securities
Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the Corporate Trust Office
or such other office or agency of the Company as is specified in the notice of redemption with, if the Company, the Registrar
or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Registrar
and the Trustee duly executed by the Holder thereof or his, her or its attorney duly authorized in writing, and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security
or Securities of the same series, of like tenor and form, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered; except that
if a Global Security is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary
for such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered. In the case of a Security providing appropriate space for such
notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may
make a notation on such Security of the payment of the redeemed portion thereof.


 


ARTICLE V


 


SINKING
FUNDS


 


Section 5.01        Applicability
of Sinking Fund.


 


(a)         Redemption
of Securities permitted or required pursuant to a sinking fund for the retirement of Securities of a series by the terms of such
series of Securities shall be made in accordance with such terms of such series of Securities and this Article, except as otherwise
specified pursuant to Article IV for Securities of such series; provided, however, that if any such terms of a series
of Securities shall conflict with any provision of this Article, the terms of such series shall govern.


 


(b)        The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “Mandatory
Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series
is herein referred to as an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series,
the cash amount of any Mandatory Sinking Fund Payment may be subject to reduction as provided in Section 5.02.


 


Section 5.02         Mandatory
Sinking Fund Obligation. The Company may, at its option, satisfy any Mandatory Sinking Fund Payment obligation, in
whole or in part, with respect to a particular series of Securities by (a) delivering to the Trustee Securities of such series
in transferable form theretofore purchased or otherwise acquired by the Company or redeemed at the election of the Company pursuant
to Article IV or (b) receiving credit for Securities of such series (not previously so credited) acquired by the Company
and theretofore delivered to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount
equal to the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount
of such Mandatory Sinking Fund Payment shall be reduced accordingly. If the Company shall elect to so satisfy any Mandatory Sinking
Fund Payment obligation, it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date
an Officer’s Certificate, which shall designate the Securities (and portions thereof, if any) so delivered or credited and
which shall be accompanied by such Securities (to the extent not theretofore delivered) in transferable form. In case of the failure
of the Company, at or before the time so required, to give such notice and deliver such Securities the Mandatory Sinking Fund
Payment obligation shall be paid entirely in moneys.


 






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Section 5.03         Optional
Redemption at Sinking Fund Redemption Price. In addition to the sinking fund requirements of Section 5.02, to
the extent, if any, provided for by the terms of a particular series of Securities, the Company may, at its option, make an Optional
Sinking Fund Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent that the
right of the Company to make such Optional Sinking Fund Payment shall not be exercised in any year, it shall not be cumulative
or carried forward to any subsequent year, and (b) such optional payment shall operate to reduce the amount of any Mandatory
Sinking Fund Payment obligation as to Securities of the same series. If the Company intends to exercise its right to make such
optional payment in any year it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment
date an Officer’s Certificate stating that the Company will exercise such optional right, and specifying the amount which
the Company will pay on or before the next succeeding sinking fund payment date. Such Officer’s Certificate shall also state
that no Event of Default has occurred and is continuing.


 


Section 5.04         Application
of Sinking Fund Payment.


 


(a)         If
the sinking fund payment or payments made in funds pursuant to either Section 5.02 or 5.03 with respect to a particular series
of Securities plus any unused balance of any preceding sinking fund payments made in funds with respect to such series shall exceed
$50,000 (or a lesser sum if the Company shall so request, or such equivalent sum for Securities denominated other than in U.S.
Dollars), it shall be applied by the Trustee on the sinking fund payment date next following the date of such payment, unless the
date of such payment shall be a sinking fund payment date, in which case such payment shall be applied on such sinking fund payment
date, to the redemption of Securities of such series at the redemption price specified pursuant to Section 4.03(b). The Trustee
shall select, in the manner provided in Section 4.02, for redemption on such sinking fund payment date, a sufficient principal
amount of Securities of such series to absorb said funds, as nearly as may be, and shall, at the expense and in the name of the
Company, thereupon cause notice of redemption of the Securities to be given in substantially the manner provided in Section 4.03(a) for
the redemption of Securities in part at the option of the Company, except that the notice of redemption shall also state that the
Securities are being redeemed for the sinking fund. Any sinking fund moneys not so applied by the Trustee to the redemption of
Securities of such series shall be added to the next sinking fund payment received in funds by the Trustee and, together with such
payment, shall be applied in accordance with the provisions of this Section 5.04. Any and all sinking fund moneys held by
the Trustee on the last sinking fund payment date with respect to Securities of such series, and not held for the payment or redemption
of particular Securities of such series, shall be applied by the Trustee to the payment of the principal of the Securities of such
series at Maturity.


 






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(b)        On
or prior to each sinking fund payment date, the Company shall pay to the Trustee a sum equal to all interest accrued to but not
including the date fixed for redemption on Securities to be redeemed on such sinking fund payment date pursuant to this Section 5.04.


 


(c)         The
Trustee shall not redeem any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of
such series by operation of the sinking fund during the continuance of a Default in payment of interest on any Securities of such
series or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) of which a Responsible
Officer of the Trustee has actual knowledge, except that if the notice of redemption of any Securities of such series shall theretofore
have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Securities if funds sufficient for that
purpose shall be deposited with the Trustee in accordance with the terms of this Article. Except as aforesaid, any moneys in the
sinking fund at the time any such Default or Event of Default shall occur and any moneys thereafter paid into the sinking fund
shall, during the continuance of such Default or Event of Default, be held as security for the payment of all the Securities of
such series; provided, however, that in case such Default or Event of Default shall have been cured or waived as provided
herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys are required to be applied
pursuant to the provisions of this Section 5.04.


 


ARTICLE VI


 


PARTICULAR
COVENANTS OF THE COMPANY


 


The Company hereby covenants and agrees
as follows:


 


Section 6.01         Payments
of Securities. The Company will duly and punctually pay the principal of and premium, if any, on each series of Securities,
and the interest which shall have accrued thereon, at the dates and place and in the manner provided in the Securities and in
this Indenture.


 


Section 6.02         Paying
Agent.


 


(a)         The
Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities may be presented
or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this Indenture may be served (the “Paying Agent”).
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 Paying Agent to receive all presentations, surrenders, notices and
demands.


 






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(b)        The
Company may also from time to time designate different or additional offices or agencies where the Securities of any series may
be presented or surrendered for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind
any such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company
of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such
additional designation or rescission of designation and of any change in the location of any such different or additional office
or agency. The Company shall enter into an appropriate agency agreement with any Paying Agent not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the
name and address of each such agent. The Company or any Affiliate thereof may act as Paying Agent.


 


Section 6.03         To
Hold Payment in Trust.


 


(a)         If
the Company or an Affiliate thereof shall at any time act as Paying Agent with respect to any series of Securities, then, on or
before the date on which the principal of and premium, if any, or interest on any of the Securities of that series by their terms
or as a result of the calling thereof for redemption shall become payable, the Company or such Affiliate will segregate and hold
in trust for the benefit of the Holders of such Securities or the Trustee a sum sufficient to pay such principal and premium, if
any, or interest which shall have so become payable until such sums shall be paid to such Holders or otherwise disposed of as herein
provided, and will notify the Trustee of its action or failure to act in that regard. Upon any proceeding under any federal bankruptcy
laws with respect to the Company or any Affiliate thereof, if the Company or such Affiliate is then acting as Paying Agent, the
Trustee shall replace the Company or such Affiliate as Paying Agent.


 


(b)         If
the Company shall appoint, and at the time have, a Paying Agent for the payment of the principal of and premium, if any, or interest
on any series of Securities, then prior to 11:00 a.m., New York City time, on the date on which the principal of and premium, if
any, or interest on any of the Securities of that series shall become payable as aforesaid, whether by their terms or as a result
of the calling thereof for redemption, the Company will deposit with such Paying Agent a sum sufficient to pay such principal and
premium, if any, or interest, such sum to be held in trust for the benefit of the Holders of such Securities or the Trustee, and
(unless such Paying Agent is the Trustee), the Company or any other obligor of such Securities will promptly notify the Trustee
of its payment or failure to make such payment.


 


(c)         If
the Paying Agent shall be other than the Trustee, the Company will cause such Paying Agent 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 6.03, that
such Paying Agent shall:


 


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


 






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(ii)            give
to 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 the principal of and premium, if any, or interest on the Securities of that series; and


 


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


 


(d)         Anything
in this Section 6.03 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release,
satisfaction or discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust
by the Company or by any Paying Agent other than the Trustee as required by this Section 6.03, 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.


 


(e)        Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of
and premium, if any, or interest on any Security of any series and remaining unclaimed for two years after such principal and premium,
if any, or interest has become due and payable shall be paid to the Company upon Company Order along with any interest that has
accumulated thereon as a result of such money being invested at the direction of the Company, 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 of such amounts without interest thereon, 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 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 6.04         Merger,
Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities:


 


(a)         The
Company will not consolidate with any other entity or permit a merger of any other entity into the Company or permit the Company
to be merged into any other entity, or sell, convey, transfer or lease all or substantially all its assets to another entity, unless
(i) either the Company shall be the continuing entity, or the successor, transferee or lessee entity (if other than the Company)
shall be organized and existing under the laws of the United States or any State thereof or the District of Columbia and expressly
assume, by indenture supplemental hereto, executed and delivered by such entity prior to or simultaneously with such consolidation,
merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and interest and premium, if any,
on all the Securities, according to their tenor, and the due and punctual performance and observance of all other obligations to
the Holders and the Trustee under this Indenture or under the Securities to be performed or observed by the Company; and (ii) immediately
after such consolidation, merger, sale, conveyance, transfer or lease the Company or the successor, transferee or lessee entity
(if other than the Company) would not be in Default in the performance of any covenant or condition of this Indenture.


 






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(b)        Upon
any consolidation with or merger into any other entity, or any sale, conveyance or transfer lease of all or substantially all of
the assets of the Company in accordance with this Section 6.04, the successor entity formed by such consolidation or into
or with which the Company is merged or to which the Company is sold 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 entity had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor
Company shall be relieved of all obligations and covenants under this Indenture and the Securities, and from time to time such
entity may exercise each and every right and power of the Company under this Indenture, in the name of the Company, or in its own
name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or
any officer of the Company may be done with like force and effect by the like board or officer of any entity that shall at the
time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company
(or any successor entity which shall theretofore have become such in the manner described in this Section 6.04) shall be discharged
from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.


 


Section 6.05        Compliance
Certificate. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities,
the Company shall furnish to the Trustee annually, within 120 days after the end of each fiscal year, a brief certificate from
an Officer as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture
(which compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture)
and, in the event of any Default, specifying each such Default and the nature and status thereof of which such person may have
knowledge. Such certificates need not comply with Section 16.01 of this Indenture.


 


Section 6.06        Conditional
Waiver by Holders of Securities. Anything in this Indenture to the contrary notwithstanding, the Company may fail or
omit in any particular instance to comply with a covenant or condition set forth herein with respect to any series of Securities
if the Company shall have obtained and filed with the Trustee, prior to the time of such failure or omission, evidence (as provided
in Article VIII) of the consent of the Holders of a majority in aggregate principal amount of the Securities of such series
at the time Outstanding (except as to a covenant or condition which under Section 14.02 cannot be modified or amended without
the consent of the Holder of each Outstanding Security of such series affected, in which case the consent of the Holder of each
Outstanding Security of such series affected shall be required), either waiving such compliance in such instance or generally
waiving compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except
to the extent so expressly waived, or impair any right consequent thereon and, until such waiver shall have become effective,
the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full
force and effect.


 






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Section 6.07         Statement
by Officers as to Default. The Company shall deliver to the Trustee as soon as possible and in any event within 30
days after the Company becomes aware of the occurrence of any Event of Default or an event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate setting forth the details of such
Event of Default or Default and the action which the Company proposes to take with respect thereto.


 


ARTICLE VII


 


REMEDIES
OF TRUSTEE AND SECURITYHOLDERS


 


Section 7.01         Events
of Default   Except where otherwise indicated by the context or where the term is otherwise defined for a
specific purpose, the term “Event of Default” as used in this Indenture with respect to Securities of any series shall
mean any of the following described events unless it is either inapplicable to a particular series or it is specifically deleted
or modified in the manner contemplated in Section 3.01:


 


(a)        the
failure of the Company to pay any installment of interest on any Security of such series when and as the same shall become payable,
which failure shall have continued unremedied for a period of 30 days;


 


(b)         the
failure of the Company to pay the principal of (and premium, if any, on) any Security of such series, when and as the same shall
become payable, whether at Maturity as therein expressed, by call for redemption (otherwise than pursuant to a sinking fund), upon
acceleration under this Indenture or otherwise;


 


(c)         the
failure of the Company to pay a sinking fund installment, if any, when and as the same shall become payable by the terms of a Security
of such series, which failure shall have continued unremedied for a period of 30 days;


 


(d)         the
failure of the Company, subject to the provisions of Section 6.06, to perform any covenants or satisfy any conditions contained
in this Indenture (or the terms of the Securities of such series or a supplemental indenture establishing such series) (other than
a covenant or condition which has been expressly included in this Indenture solely for the benefit of a series of Securities other
than that series and other than a covenant or condition a default in the performance of which is elsewhere in this Section 7.01
specifically addressed), which failure shall not have been remedied, or without provision deemed to be adequate for the remedying
thereof having been made, for a period of 90 days after written notice shall have been given to the Company by the Trustee or shall
have been given to the Company and the Trustee by Holders of 25% or more in aggregate principal amount of the Securities of such
series then Outstanding, specifying such failure, requiring the Company to remedy the same and stating that such notice is a “Notice
of Default” hereunder;


 


(e)         the
entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company in an involuntary
case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator
(or similar official) of the Company or of substantially all the property of the Company or ordering the winding-up or liquidation
of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days;


 






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(f)         the
commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company
to the entry of an order for relief in an involuntary case under any such law, or the consent by the Company to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company
or of substantially all the property of the Company 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 action; or


 


(g)        the
occurrence of any other Event of Default with respect to Securities of such series as provided in Section 3.01;


 


provided,
however, that no event described in clause (d) or (other than with respect to a payment default) (g) above
shall constitute an Event of Default hereunder until the Trustee or the Holders of 25% or more in aggregate principal amount of
the Securities of such series the Outstanding, notify the Company (and the Trustee in case of notice by the Holders) of the Default,
specifying the Default, requiring the Company to remedy the same and stating that such notice is a “Notice of Default”
hereunder.


 


Notwithstanding the foregoing provisions
of this Section 7.01, if the principal or any premium or interest on any Security is payable in a Currency other than the
Currency of the United States and such Currency is not available to the Company for making payment thereof due to the imposition
of exchange controls or other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligations
to Holders of the Securities by making such payment in the Currency of the United States in an amount equal to the Currency of
the United States equivalent of the amount payable in such other Currency, as determined by the Company’s agent in accordance
with Section 3.11(c) hereof by reference to the noon buying rate in The City of New York for cable transfers for such
Currency (“Exchange Rate”), as such Exchange Rate is reported or otherwise made available by the Federal Reserve Bank
of New York on the date of such payment, or, if such rate is not then available, on the basis of the most recently available Exchange
Rate. Notwithstanding the foregoing provisions of this Section 7.01, any payment made under such circumstances in the Currency
of the United States where the required payment is in a Currency other than the Currency of the United States will not constitute
an Event of Default under this Indenture.


 


Section 7.02         Acceleration;
Rescission and Annulmen.


 


(a)         Except
as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, if any one or more of the
above-described Events of Default (other than an Event of Default specified in Section 7.01(e) or 7.01(f)) shall happen
with respect to Securities of any series at the time Outstanding, then, and in each and every such case, during the continuance
of any such Event of Default, the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then
Outstanding may declare the principal (or, if the Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of and all accrued and unpaid interest on all the Securities
of such series then Outstanding 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 acceleration such principal amount (or specified amount) and accrued and unpaid interest thereon
shall become immediately due and payable. If an Event of Default specified in Section 7.01(e) or 7.01(f) occurs
and is continuing, then in every such case, the principal amount (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified by the terms of that series) of and accrued and unpaid interest
on all of the Securities of that series then Outstanding shall automatically, and without any acceleration or any other action
on the part of the Trustee or any Holder, become due and payable immediately. Upon payment of such amounts in the Currency in which
such Securities are denominated (subject to the last paragraph of Section 7.01 and except as otherwise provided pursuant to
Section 3.01), all obligations of the Company in respect of the payment of principal of and interest on the Securities of
such series shall terminate.


 






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(b)        The
provisions of Section 7.02(a), however, are subject to the condition that, at any time after the principal and accrued and
unpaid interest on all the Securities of such series, to which any one or more of the above-described Events of Default is applicable,
shall have been so declared to be or shall have automatically become due and payable, and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter provided in this Article, Holders of a majority in principal amount
of the Securities of that Series then Outstanding, by written notice to the Company and the Trustee, may rescind and annual
such acceleration if:


 


(i)            the
Company has paid or deposited with the Trustee or Paying Agent a sum in the Currency in which such Securities are denominated (subject
to the last paragraph of Section 7.01 and except as otherwise provided pursuant to Section 3.01) sufficient to pay:


 


(A)            all
amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a) (provided, however, that all sums
payable under this clause (A) shall be paid in U.S. Dollars);


 


(B)            all
accrued and unpaid interest, if any, upon all the Securities of such series with interest thereon to the extent that interest
thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by or prescribed in such Securities;
and


 


(C)            the
principal of and accrued and unpaid premium, if any, on any Securities of such series that have become due otherwise than by such
acceleration with interest thereon to the extent that interest thereon shall be legally enforceable, on any overdue installment
of interest at the rate borne by or prescribed in such Securities; and


 


(ii)            every
other Default and Event 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 acceleration, have been cured or waived as provided in Section 7.06.


 


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


 






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(d)            For
all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and after such acceleration, unless such acceleration
has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes
hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment
of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest,
if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.


 


Section 7.03         Other
Remedies. If the Company shall fail for a period of 30 days to pay any installment of interest on the Securities of
any series or shall fail to pay any principal of and premium, if any, on any of the Securities of such series when and as the
same shall become due and payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking fund), by
acceleration as authorized by this Indenture, or otherwise, or shall fail for a period of 30 days to make any required sinking
fund payment as to a series of Securities, then, upon demand of the Trustee, the Company will pay to the Paying Agent for the
benefit of the Holders of Securities of such series then Outstanding the whole amount which then shall have become due and payable
on all the Securities of such series for principal, premium, if any, and accrued and unpaid interest, with interest (so far as
the same may be legally enforceable) on the overdue principal and on the overdue premium, if any, and accrued and unpaid interest
at the rate borne by or prescribed in such Securities, and all amounts owing the Trustee and any predecessor trustee hereunder
under Section 11.01(a).


 


In case the Company shall fail forthwith
to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered
to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or
any other obligor upon the Securities of such series, and collect the moneys adjudged or decreed to be payable out of the property
of the Company or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law. Every
recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all amounts owing the Trustee
and any predecessor trustee hereunder under Section 11.01(a), shall be for the ratable benefit of the Holders of such series
of Securities which shall be the subject of such action or proceeding. All rights of action upon or under any of the Securities
or this Indenture may be enforced by the Trustee without the possession of any of the Securities and without the production of
any thereof at any trial or any proceeding relative thereto.


 






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Section 7.04         Trustee
as Attorney-in-Fact. The Trustee is hereby appointed, and each and every Holder of the Securities, by receiving and
holding the same, shall be conclusively deemed to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder,
with authority to make or file (whether or not the Company shall be in Default in respect of the payment of the principal of,
premium, if any, or interest on, any of the Securities), in its own name and as trustee of an express trust or otherwise as it
shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding relative
to the Company or any other obligor upon the Securities or to their respective creditors or property, any and all claims, proofs
of claim, proofs of debt, petitions, consents, other papers and documents and amendments of any thereof, as may be necessary or
advisable in order to have the claims of the Trustee and any predecessor trustee hereunder and of the Holders of the Securities
allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim,
and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as
it may deem necessary or advisable in order to enforce in any such proceeding any of the claims of the Trustee and any predecessor
trustee hereunder and of any of such Holders in respect of any of the Securities; and any receiver, assignee, trustee, custodian
or debtor in any such proceeding is hereby authorized, and each and every taker or Holder of the Securities, by receiving and
holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, trustee, custodian or debtor, to
make any such payment or delivery only to or on the order of the Trustee, and to pay to the Trustee any amount due it and any
predecessor trustee hereunder under Section 11.01(a); provided, however, that nothing herein contained shall be deemed
to authorize or empower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization
or readjustment affecting the Securities or the rights of any Holder thereof, or to authorize or empower the Trustee to vote in
respect of the claim of any Holder of any Securities in any such proceeding.


 


Section 7.05        Priorities.
Any moneys or properties collected by the Trustee with respect to a series of Securities under this Article VII shall be
applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys or properties and,
in the case of the distribution of such moneys or properties on account of the Securities of any series, upon presentation of
the Securities of such series, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully
paid:


 


First: To the payment of all amounts
due to the Trustee and any predecessor trustee hereunder under Section 11.01(a).


 


Second: Subject to Article XV
(to the extent applicable to any series of Securities then outstanding), to the payment of the amounts then due and unpaid for
principal of and any premium and interest on the Outstanding Securities of such series in respect of which or for the benefit
of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and
payable on such Outstanding Securities for principal and any premium and interest, respectively.


 






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Any surplus then remaining shall be paid to the Company or as
directed by a court of competent jurisdiction.


 


Section 7.06         Control
by Securityholders; Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities of any
series at the time Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to
the Trustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of
such series; provided, however, that, subject to the provisions of Sections 11.01 and 11.02, the Trustee shall have the
right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may
not lawfully be taken or would be unduly prejudicial to Holders not joining in such direction or would involve the Trustee in
personal liability. Prior to any acceleration of the Maturity of the Securities of any series, the Holders of a majority in aggregate
principal amount of such series of Securities at the time Outstanding may on behalf of the Holders of all of the Securities of
such series waive any past Default or Event of Default hereunder and its consequences except a Default in the payment of interest
or any premium on or the principal of the Securities of such series and except as to a covenant or condition which under Section 14.02
cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected, in which
case the consent of the Holder of each Outstanding Security of such series affected shall be required for such waiver. Upon any
such waiver the Company, the Trustee and the Holders of the Securities of such series shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by
this Section 7.06, said Default or Event of Default shall for all purposes of the Securities of such series and this Indenture
be deemed to have been cured and to be not continuing.


 


Section 7.07         Limitation
on Suits. No Holder of any Security of any series shall have any right to institute any action, suit or proceeding
at law or in equity for the execution of any trust hereunder or for the appointment of a receiver or for any other remedy hereunder,
in each case with respect to an Event of Default with respect to such series of Securities, unless such Holder previously shall
have given to the Trustee written notice of one or more of the Events of Default herein specified with respect to such series
of Securities, and unless also the Holders of 25% or more in principal amount of the Securities of such series then Outstanding
shall have requested the Trustee in writing to take action in respect of the matter complained of, and unless also there shall
have been offered to the Trustee security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities
to be incurred therein or thereby, and the Trustee, for 60 days after receipt of such notification, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding; and such notification, request and offer of
indemnity are hereby declared in every such case to be conditions precedent to any such action, suit or proceeding by any Holder
of any Security of such series; it being understood and intended that no one or more of the Holders of Securities of such series
shall have any right in any manner whatsoever by his, her, its or their action to enforce any right hereunder, except in the manner
herein provided, and that every action, suit or proceeding at law or in equity shall be instituted, had and maintained in the
manner herein provided and for the equal benefit of all Holders of the Outstanding Securities of such series; provided, however,
that nothing in this Indenture or in the Securities of such series shall affect or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and interest on the Securities of such series to the
respective Holders of such Securities at the respective due dates in such Securities stated, or affect or impair the right, which
is also absolute and unconditional, of such Holders to institute suit to enforce the payment thereof.


 






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Section 7.08         Undertaking
for Costs. All parties to this Indenture and each Holder of any Security, by such Holder’s acceptance thereof,
shall be deemed to have agreed that any court may in its discretion require, in any action, suit or proceeding for the enforcement
of any right or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs
of such action, suit or proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 7.08
shall not apply to any action, suit or proceeding instituted by the Trustee, to any action, suit or proceeding instituted by any
one or more Holders of Securities holding in the aggregate more than 10% in principal amount of the Securities of any series Outstanding,
or to any action, suit or proceeding instituted by any Holder of Securities of any series for the enforcement of the payment of
the principal of or premium, if any, or the interest on, any of the Securities of such series, on or after the respective due
dates expressed in such Securities.


 


Section 7.09         Remedies
Cumulative. No remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities of any series
is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of
the Trustee or of any Holder of the Securities of any series to exercise any right or power accruing upon any Default or Event
of Default shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or
an acquiescence therein; and every power and remedy given by this Article VII to the Trustee and to the Holders of Securities
of any series, respectively, may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the
Holders of Securities of such series, as the case may be. In case the Trustee or any Holder of Securities of any series shall
have proceeded to enforce any right under this Indenture and the proceedings for the enforcement thereof shall have been discontinued
or abandoned because of waiver or for any other reason or shall have been adjudicated adversely to the Trustee or to such Holder
of Securities, then and in every such case the Company, the Trustee and the Holders of the Securities of such series shall severally
and respectively be restored to their former positions and rights hereunder, and thereafter all rights, remedies and powers of
the Trustee and the Holders of the Securities of such series shall continue as though no such proceedings had been taken, except
as to any matters so waived or adjudicated.


 






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ARTICLE VIII


 


CONCERNING
THE SECURITYHOLDERS


 


Section 8.01         Evidence
of Action of Securityholders. Whenever in this Indenture it is provided that the Holders of a specified percentage
or a majority in aggregate principal amount of the Securities or of any series of Securities may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that
at the time of taking any such action the Holders of such specified percentage or majority have joined therein may be evidenced
by (a) any instrument or any number of instruments of similar tenor executed by Securityholders in person, by an agent or
by a proxy appointed in writing, including through an electronic system for tabulating consents operated by the Depositary for
such series or otherwise (such action becoming effective, except as herein otherwise expressly provided, when such instruments
or evidence of electronic consents are delivered to the Trustee and, where it is hereby expressly required, to the Company), or
(b) by the record of the Holders of Securities voting in favor thereof at any meeting of Securityholders duly called and
held in accordance with the provisions of Article IX, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of Securityholders.


 


Section 8.02         Proof
of Execution or Holding of Securities. Proof of the execution of any instrument by a Securityholder or his, her or
its agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following
manner:


 


(a)         The
fact and date of the execution by any Person of any such instrument may be proved (i) by the certificate of any notary public
or other officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments or proof of deeds to be recorded
within such jurisdiction, that the Person who signed such instrument did acknowledge before such notary public or other officer
the execution thereof, or (ii) by the affidavit of a witness of such execution sworn to before any such notary or other officer.
Where such execution is by a Person acting in other than his or her individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his or her authority.


 


(b)         The
ownership of Securities of any series shall be proved by the Register of such Securities or by a certificate of the Registrar for
such series.


 


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


 


(d)        The
Trustee may require such additional proof of any matter referred to in this Section 8.02 as it shall deem appropriate or necessary,
so long as the request is a reasonable one.


 


(e)         If
the Company shall solicit from the Holders of Securities of any series any action, the Company may, at its option fix in advance
a record date for the determination of Holders of Securities entitled to take such action, but the Company shall have no obligation
to do so. Any such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such action may
be sought or given before or after the record date, but only the Holders of Securities of record at the close of business on such
record date shall be deemed to be Holders of Securities for the purpose of determining whether Holders of the requisite proportion
of Outstanding Securities of such series have authorized or agreed or consented to such action, and for that purpose the Outstanding
Securities of such series shall be computed as of such record date.


 






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Section 8.03        Persons
Deemed Owners.


 


(a)        The
Company, the Trustee or any of their agents shall treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and premium, if any, and (subject to Section 3.08) interest,
if any, on, such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any of their agents shall be affected by notice to the contrary. All payments made to any Holder, or upon his,
her or its order, shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and discharge the liability
for moneys payable upon such Security.


 


(b)         None
of the Company, the Trustee, or any of their agents will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.


 


Section 8.04         Effect
of Consents  . After an amendment, supplement, waiver or other action becomes effective as to any series of Securities,
a consent to it by a Holder of such series of Securities is a continuing consent conclusive and binding upon such Holder and every
subsequent Holder of the same Securities or portion thereof, and of any Security issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any such Security.


 


ARTICLE IX


 


SECURITYHOLDERS’
MEETINGS


 


Section 9.01        Purposes
of Meetings. A meeting of Securityholders of any or all series may be called at any time and from time to time pursuant
to the provisions of this Article IX for any of the following purposes:


 


(a)         to
give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any
Default or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders
pursuant to any of the provisions of Article VIII;


 


(b)         to
remove the Trustee and nominate a successor trustee pursuant to the provisions of Article XI;


 


(c)         to
consent to the execution of an Indenture or of indentures supplemental hereto pursuant to the provisions of Section 14.02;
or


 






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


 


Section 9.02         Call
of Meetings by Trustee. The Trustee may at any time call a meeting of all Securityholders of any or all series that
may be affected by the action proposed to be taken, to take any action specified in Section 9.01, to be held at such time
and at such place as the Trustee shall determine. Notice of every meeting of the Securityholders of a series, setting forth the
time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed at the
expense of the Company to Holders of Securities of such series at their addresses as they shall appear on the Register of the
Company. Such notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting.


 


Section 9.03         Call
of Meetings by Company or Securityholders. In case at any time the Company or the Holders of at least 10% in aggregate
principal amount of the Securities of any or all series then Outstanding that may be affected by the action proposed to be taken,
shall have requested the Trustee to call a meeting of Securityholders of such series, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or such Securityholders may determine the time and the place for such
meeting and may call such meeting to take any action authorized in Section 9.01, by mailing notice thereof as provided in
Section 9.02.


 


Section 9.04         Qualifications
for Voting. To be entitled to vote at any meeting of Securityholders, a Person shall (a) be a Holder of one or
more Securities affected by the action proposed to be taken at the meeting or (b) be a Person appointed by an instrument
in writing as proxy by a Holder of one or more such Securities. The only Persons who shall be entitled to be present or to speak
at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives
of the Trustee and its counsel and any representatives of the Company and its counsel. Unless otherwise expressly provided pursuant
to Section 3.01 with respect to the Securities of any series, any vote, consent, waiver or other action given or taken by
the Holders of any series of Securities at a meeting shall be given or taken, as the case may be, by the Holders of such series
of Securities as a separate class.


 


Section 9.05         Regulation
of Meetings.


 


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


 


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


 



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(c)            At
any meeting of Securityholders of a series, each Securityholder of such series of such Securityholder’s proxy shall be entitled
to one vote for each $1,000 principal amount of Securities of such series Outstanding held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. If the Securities of any series are issuable in minimum denominations
of less than $1,000, then a Holder of such a Security in a principal amount of less than $1,000 shall be entitled to a fraction
of one vote which is equal to the fraction that the principal amount of such Security bears to $1,000. The chairman of the meeting
shall have no right to vote other than by virtue of Securities of such series held by him or her or instruments in writing as aforesaid
duly designating him or her as the Person to vote on behalf of other Securityholders. At any meeting of the Securityholders of
any series duly called pursuant to the provisions of Section 9.02 or 9.03, the presence of Persons holding or representing
Securities of such series in an aggregate principal amount sufficient to take action as it concerns the Securities of such series
upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum, and any such
meeting may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.


 


Section 9.06         Voting.
The vote upon any resolution submitted to any meeting of Securityholders of a series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal
amounts of the Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate
of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached
to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more
Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed
as provided in Section 9.02. The record shall show the principal amounts of the Securities voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting
and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.


 


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


 


Section 9.07         No
Delay of Rights by Meeting. Nothing contained in this Article IX shall be deemed or construed to authorize or
permit, by reason of any call of a meeting of Securityholders of any series or any rights expressly or impliedly conferred hereunder
to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or
to the Securityholders of such series under any of the provisions of this Indenture or of the Securities of such series.


 



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ARTICLE X


 


REPORTS
BY THE COMPANY AND THE TRUSTEE AND

SECURITYHOLDERS’ LISTS


 


Section 10.01       Reports
by Trustee.


 


(a)            So
long as any Securities are outstanding, 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 therein. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each anniversary following
the date of this Indenture deliver to Holders a brief report which complies with the provisions of such Section 313(a).


 


(b)            The
Trustee shall, at the time of the transmission to the Holders of Securities of any report pursuant to the provisions of this Section 10.01,
file a copy of such report with each stock exchange upon which the Securities are listed, if any, and also with the SEC in respect
of a Security listed and registered on a national securities exchange, if any. The Company agrees to notify the Trustee when, as
and if the Securities become listed on any stock exchange or any delisting thereof.


 


(c)            The
Company will reimburse the Trustee for all expenses incurred in the preparation and transmission of any report pursuant to the
provisions of this Section 10.01 and of Section 10.02.


 


Section 10.02       Reports
by the Company. The Company shall file with the Trustee and the SEC, 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 in the Trust Indenture Act; provided that, unless available on EDGAR, any such information, documents or
reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 30 days after the same is filed with the SEC.


 


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 actual
or 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).


 


Section 10.03       Securityholders’
Lists. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee:


 


(a)            semi-annually,
within 15 days after each Record Date, but in any event not less frequently than semi-annually, a list in such form as the Trustee
may reasonably require of the names and addresses of the Holders of Securities to which such Record Date applies, as of such Record
Date, and


 



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


 


provided,
however, that so long as the Trustee shall be the Registrar, such lists shall not be required to be furnished.


 


ARTICLE XI


 


CONCERNING
THE TRUSTEE


 


Section 11.01       Rights
of Trustees; Compensation and Indemnity. The Trustee accepts the trusts created by this Indenture upon the terms and
conditions hereof, including the following, to all of which the parties hereto and the Holders from time to time of the Securities
agree:


 


(a)            The
Trustee shall be entitled to such compensation as the Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (including in any agent capacity in which it acts). The compensation of the Trustee shall not
be limited by any provision of law in regard to the compensation of a trustee of an express trust. The Company shall reimburse
the Trustee promptly upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by
the Trustee (including the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its own negligence, bad faith or willful misconduct.


 


The Company also agrees to indemnify each
of the Trustee and any predecessor Trustee hereunder for, and to hold it harmless against, any and all loss, liability, damage,
claim, or expense incurred without its own negligence, bad faith or willful misconduct, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder and the performance of its duties (including in any agent capacity
in which it acts), as well as the costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except those attributable to its negligence, willful misconduct
or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel of its selection and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.


 


As security for the performance of the obligations
of the Company under this Section 11.01(a), the Trustee shall have a lien upon all property and funds held or collected by
the Trustee as such, except funds held in trust by the Trustee to pay principal of, premium and interest on any Securities. Notwithstanding
any provisions of this Indenture to the contrary, the obligations of the Company to compensate and indemnify the Trustee under
this Section 11.01(a) shall survive the resignation or removal of the Trustee, the termination of this Indenture and
any satisfaction and discharge under Article XII. When the Trustee incurs expenses or renders services after an Event of Default
specified in clause (e) or (f) of Section 7.01 occurs, the expenses and compensation for the services are intended
to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or similar laws.


 



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


 


(c)            The
Trustee shall not be responsible in any manner whatsoever for the correctness of the recitals herein or in the Securities (except
its certificates of authentication thereon) contained, all of which are made solely by the Company; and the Trustee shall not be
responsible or accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture
or of the Securities (except its certificates of authentication thereon), and the Trustee makes no representation with respect
thereto, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications set forth therein. The Trustee shall not be accountable
for the use or application by the Company of any Securities, or the proceeds of any Securities, authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture.


 


(d)            The
Trustee may consult with counsel of its selection, and advice of counsel shall be full and complete authorization and protection
in respect of any action taken or suffered by the Trustee hereunder in good faith and in accordance with such advice of counsel.


 


(e)            The
Trustee may rely upon the certificate of the Secretary or one of the Assistant Secretaries of the Company as to the adoption of
any Board Resolution or resolution of the stockholders of the Company, and any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by, and 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 may
rely upon, an Officer’s Certificate of the Company (unless other evidence in respect thereof be herein specifically prescribed).


 


(f)            The
Trustee or any agent of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have had if it were not the Trustee or such agent.


 


(g)            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 in writing with the Company.


 


(h)            Any
action taken by the Trustee pursuant to any provision hereof at the request or with the consent of any Person who at the time is
the Holder of any Security shall be conclusive and binding in respect of such Security upon all future Holders thereof or of any
Security or Securities which may be issued for or in lieu thereof in whole or in part, whether or not such Security shall have
noted thereon the fact that such request or consent had been made or given.


 



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


 


(j)            The
Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Indenture at the request,
order or direction of any of the Holders of the Securities, pursuant to any provision of this Indenture, unless one or more of
the Holders of the Securities shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the
costs, expenses and liabilities which may be incurred by it therein or thereby.


 


(k)            The
Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within its
discretion or within the rights or powers conferred upon it by this Indenture.


 


(l)            The
Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless the Company or Holders of not less than 25% of the Outstanding Securities notify
the Trustee thereof.


 


(m)            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, may, but shall not be required to, make further inquiry or investigation into such
facts or matters as it may see fit.


 


(n)            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.


 


Section 11.02       Duties
of Trustee.


 


(a)            If
one or more of the Events of Default specified in Section 7.01 with respect to the Securities of any series shall have happened,
then, during the continuance thereof, the Trustee shall, with respect to such Securities, exercise such of the rights and powers
vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs.


 


(b)            None
of the provisions of this Indenture shall be construed as relieving the Trustee from liability for its own negligent action, negligent
failure to act, or its own willful misconduct, except that, anything in this Indenture contained to the contrary notwithstanding,


 



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(i)            unless
and until an Event of Default specified in Section 7.01 with respect to the Securities of any series shall have happened which
at the time is continuing,


 


(A)            the
Trustee undertakes to perform such duties and only such duties with respect to the Securities of that series as are specifically
set out in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, whose
duties and obligations shall be determined solely by the express provisions of this Indenture; and


 


(B)            the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the
absence of bad faith on the part of the Trustee, upon certificates and opinions furnished to it pursuant to the express provisions
of this Indenture; but in the case of any such certificates or opinions which, by the provisions of this Indenture, 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 (but need not confirm or investigate the accuracy of mathematical calculations or
other facts, statements, opinions or conclusions stated therein);


 


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


 


(iii)            the
Trustee shall not be liable to any Holder of Securities or to any other Person with respect to any action taken or omitted to be
taken by it in good faith, in accordance with the direction of Securityholders given as provided in Section 7.06, relating
to the time, method and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred
upon it by this Indenture.


 


(c)            None
of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.


 


(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 11.02.


 



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Section 11.03       Notice
of Defaults. Within 90 days after the occurrence thereof, and if known to the Trustee, the Trustee shall give to the
Holders of the Securities of a series notice of each Default or Event of Default with respect to the Securities of such series
known to the Trustee, by transmitting such notice to Holders at their addresses as the same shall then appear on the Register
of the Company, unless such Default shall have been cured or waived before the giving of such notice (the term “Default”
being hereby defined to be the events specified in Section 7.01, which are, or after notice or lapse of time or both would
become, Events of Default as defined in said Section). Except in the case of a Default or Event of Default in payment of the principal
of, premium, if any, or interest on any of the Securities of such series when and as the same shall become payable, or to make
any sinking fund payment as to Securities of the same series, the Trustee shall be protected in withholding such notice, if and
so long as a Responsible Officer or Responsible Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities of such series.


 


Section 11.04       Eligibility;
Disqualification.


 


(a)            The
Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus
of at least $50 million as set forth in its most recent published annual report of condition, and shall have a Corporate Trust
Office. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.04, it
shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


(b)            The
Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(i) any indenture or indentures under which other securities or certificates of interest or participation
in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(i) are
met. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) 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. If Section 310(b) of the Trust Indenture Act is amended any
time after the date of this Indenture to change the circumstances under which a Trustee shall be deemed to have a conflicting interest
with respect to the Securities of any series or to change any of the definitions in connection therewith, this Section 11.04
shall be automatically amended to incorporate such changes.


 


Section 11.05       Resignation
and Notice; Removal. The Trustee, or any successor to it hereafter appointed, may at any time resign and be discharged
of the trusts hereby created with respect to any one or more or all series of Securities by giving to the Company notice in writing.
Such resignation shall take effect upon the appointment of a successor Trustee and the acceptance of such appointment by such
successor Trustee. Any Trustee hereunder may be removed with respect to any series of Securities at any time by the filing with
such Trustee and the delivery to the Company of an instrument or instruments in writing signed by the Holders of a majority in
principal amount of the Securities of such series then Outstanding, specifying such removal and the date when it shall become
effective.


 



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If at any time:


 


(1)            the
Trustee shall fail to comply with the provisions of TIA Section 310(b) 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, if it is a shorter period, the period
since the initial issuance of the Securities of such series), or


 


(2)            the
Trustee shall cease to be eligible under Section 11.04 and shall fail to resign 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, if it is a shorter period, the period
since the initial issuance of the Securities of such series), or


 


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


 


then, in any such case, (i) the Company by written notice
to the Trustee may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA
Section 315(e), any Securityholder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter
period, the period since the initial issuance of the Securities of such series) may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


In addition, the Company may remove the
Trustee with respect to Securities of any series without cause if the Company gives written notice to the Trustee of such proposed
removal at least three months in advance of the proposed effective date of such removal.


 


Upon its resignation or removal, any Trustee
shall be entitled to the payment of reasonable compensation for the services rendered hereunder by such Trustee and to the payment
of all reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s rights to indemnification
provided in Section 11.01(a) shall survive its resignation or removal.


 


Section 11.06       Successor
Trustee by Appointment.


 


(a)            In
case at any time the Trustee shall resign, or shall be removed or if a vacancy exists in the office of the Trustee for any reason,
with respect to Securities of any or all series, the Compay shall promptly appoint a successor Trustee. However, if all or substantially
all the assets of the Company shall be in the possession of one or more custodians or receivers lawfully appointed, or of trustees
in bankruptcy or reorganization proceedings (including a trustee or trustees appointed under the provisions of the federal bankruptcy
laws, as now or hereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians, trustees or assignees,
as the case may be, shall promptly appoint a successor Trustee with respect to the Securities of any or all series. Subject to
the provisions of Sections 11.04 and 11.05, upon the appointment as aforesaid of a successor Trustee with respect to the Securities
of any series, the Trustee with respect to the Securities of such series shall cease to be Trustee hereunder. After any such appointment
other than by the Holders of Securities of any such series, the Person making such appointment shall forthwith cause notice thereof
to be mailed to the Holders of Securities of such series at their addresses as the same shall then appear on the Register of the
Company. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect
the validity of such appointment.


 



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(b)            If
any Trustee with respect to the Securities of any series shall resign or be removed and a successor Trustee shall not have been
appointed by the Company or, if any successor Trustee so appointed shall not have accepted its appointment within 30 days after
such appointment shall have been made, the resigning Trustee at the expense of the Company may apply to any court of competent
jurisdiction for the appointment of a successor Trustee. If in any other case a successor Trustee shall not be appointed pursuant
to the foregoing provisions of this Section 11.06 within three months after such appointment might have been made hereunder,
the Holder of any Security of the applicable series or any retiring Trustee at the expense of the Company may apply to any court
of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in any such case, after such notice, if any,
as such court may deem proper and prescribe, appoint a successor Trustee.


 


(c)            Any
successor Trustee appointed hereunder with respect to the Securities of one or more series shall execute, acknowledge and deliver
to its predecessor Trustee and to the Company, or to the receivers, trustees, assignees or court appointing it, as the case may
be, an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations with respect
to such series of such predecessor Trustee with like effect as if originally named as Trustee hereunder, and such predecessor Trustee,
upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee
shall be entitled to receive, all moneys and properties held by such predecessor Trustee as Trustee hereunder with respect to the
Securities of such series, subject nevertheless to its lien provided for in Section 11.01(a). Nevertheless, on the written
request of the Company or of the successor Trustee or of the Holders of at least 10% in principal amount of the Securities of any
such series then Outstanding, such predecessor Trustee, upon payment of its said charges and disbursements, shall execute and deliver
an instrument transferring to such successor Trustee upon the trusts herein expressed all the rights, powers and trusts of such
predecessor Trustee with respect to the Securities of such series and shall assign, transfer and deliver to the successor Trustee
all moneys and properties held by such predecessor Trustee with respect to the Securities of such series, subject nevertheless
to its lien provided for in Section 11.01(a); and, upon request of any such successor Trustee or the Company shall make, execute,
acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor
Trustee all such authority, rights, powers, trusts, immunities, duties and obligations.


 


Section 11.07       Successor
Trustee by Merger. Any Person into which the Trustee or any successor to it in the trusts created by this Indenture
shall be merged or converted, or any Person with which it or any successor to it shall be consolidated, or any Person resulting
from any merger, conversion or consolidation to which the Trustee or any such successor to it shall be a party, or any Person
to which the Trustee or any successor to it shall sell or otherwise transfer all or substantially all of the corporate trust business
of the Trustee, shall be the successor Trustee under this Indenture without the execution or filing of any paper or any further
act on the part of any of the parties hereto; provided that such Person shall be otherwise qualified and eligible under
this Article. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture with respect
to one or more series of Securities, any of such Securities shall have been authenticated but not delivered by the Trustee then
in office, any successor to such Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such
Securities so authenticated; and in case at that time any of the 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 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; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to
its successor or successors by merger, conversion or consolidation.


 



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Section 11.08       Right
to Rely on Officer’s Certificate. Whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder,
such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, bad
faith or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate with respect thereto delivered to the Trustee, and such Officer’s Certificate, in the absence of negligence,
bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered
or omitted by it under the provisions of this Indenture upon the faith thereof.


 


Section 11.09       Appointment
of Authenticating Agent. The Trustee may appoint an agent (the “Authenticating Agent”) acceptable to the
Company to authenticate the Securities, and the Trustee shall give written notice of such appointment to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Unless limited by the terms of such appointment, any
such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication
by the Trustee includes authentication by the Authenticating Agent. 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.


 


Each Authenticating Agent shall at all times
be a corporation organized and doing business and in good standing under the laws of the United States, 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 corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Article XI, the combined capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Article XI, it shall resign immediately in the manner and with the
effect specified in this Article XI.


 



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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 the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall
be otherwise eligible under this Article XI, 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 11.09, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give written notice of such appointment 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 11.09.


 


The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section 11.09.


 


Section 11.10       Communications
by Securityholders with Other Securityholders. Holders of Securities may communicate pursuant to
Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or
the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of
Section 312(c) of the Trust Indenture Act with respect to such communications.


 


ARTICLE XII


 


SATISFACTION
AND DISCHARGE; DEFEASANCE


 


Section 12.01       Applicability
of Article. The provisions of this Article shall be applicable to the Securities of all series issued pursuant
to this Indenture, except as otherwise specified pursuant to Section 3.01.


 


Section 12.02       Satisfaction
and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series issued under
this Indenture are not to be affected), shall, upon Company Order, cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of such Securities herein expressly provided for and the rights of the Holders of the
Securities of such series to receive, the principal of and premium, if any, and interest on such Securities as and when the same
shall become due and payable and except as otherwise provided in the last paragraph of this Section 12.02), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Securities of such series, when,


 



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(a)            either:


 


(i)            all
Securities of such series theretofore authenticated and delivered (other than (A) Securities that have been destroyed, lost
or stolen and that have been replaced or paid as provided in Section 3.07 and (B) 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 6.03(e)) have been delivered to the Trustee for cancellation; or


 


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


 


(A)            have
become due and payable, or


 


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


 


(C)            if
redeemable at the option of the Company (including, without limitation, by operation of any mandatory sinking fund), 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 (A), (B) or (C) above,
has irrevocably deposited or caused to be deposited with the Trustee funds in trust for the purpose an amount in cash in the Currency
in which such Securities are payable (subject to Section 12.08) sufficient to pay and discharge the entire indebtedness on
such Securities for principal and premium, if any, and interest to the date of such deposit (in the case of Securities that have
become due and payable) or to the Stated Maturity thereof or, in the case of Securities of such series which are to be called for
redemption as contemplated by (C) above, the applicable Redemption Date, as the case may be, and including any mandatory sinking
fund payments as and when the same shall become due and payable; provided, however, that, if a Default of the nature described
in clauses (e) or (f) of Section 7.01 shall have occurred at any time during the period ending on and including
the 91st day after the date of such deposit or if the Trustee or any Paying Agent is required to return the monies then on deposit
with or held by the Trustee or such Paying Agent to the Company or to a trustee in bankruptcy, receiver, conservator or other similar
Person, or the Trustee or any Paying Agent is not permitted to apply any such funds to pay the principal of and premium, if any,
and interest on the Securities of such series (including to make sinking fund payments) as and when the same shall become due and
payable, the obligations of the Company under this Indenture with respect to such Securities shall not be deemed terminated or
discharged;


 



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


 


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


 


Notwithstanding the satisfaction and discharge of this Indenture
with respect to the Securities of any series, the obligations of the Company to the Trustee under Section 11.01, the provisions
of Sections 3.04, 3.05, 3.06, 3.07, 3.10, 6.02 and 6.03 and this Article XII, and, if the Securities of such series are to
be redeemed prior to their Stated Maturity (including, without limitation, pursuant to a mandatory sinking fund), the provisions
of Article IV hereof, and, if the Securities of such series are convertible into or exchangeable for other securities or property,
the rights of the Holders of such Securities to convert or exchange, and the obligations of the Company to convert or exchange,
such Securities into other securities or property, and, if money shall have been deposited with the Trustee pursuant to clause
(a) of this Section, the obligations of the Trustee under Section 12.07 and Section 6.03(e) shall survive such
satisfaction and discharge.


 


Section 12.03       Defeasance
and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations. At the Company’s option, either
(x) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to Securities
of any series on the first day after the applicable conditions set forth below have been satisfied or (y) the Company shall
cease to be under any obligation to comply with any term, provision or condition set forth in Section 6.04 and Section 10.02
with respect to Securities of any series (and, if so specified pursuant to Section 3.01, any other restrictive covenant added
for the benefit of such series pursuant to Section 3.01) (“covenant defeasance”) upon the satisfaction of the
applicable conditions set forth below:


 


(a)            the
Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money in the Currency
in which such Securities are payable in an amount, or (ii) U.S. Government Obligations (as defined below) that, through the
payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before
the due date of any payment, money in the Currency in which such Securities are payable in an amount, or (iii) a combination
of (i) and (ii), sufficient (without consideration of any reinvestment of such principal and interest) to pay and discharge
each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on, the Outstanding
Securities of such series on the dates such installments of interest or principal and premium are due and, if the Securities of
such series are to be called for redemption as described in clause (d) below, to pay and discharge the Redemption Price on
the Securities called for redemption on the applicable Redemption Date;


 


(b)            no
Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other
than a Default resulting from the borrowing of funds and the grant of any related liens to be applied to such deposit) and, solely
in the case of Discharge pursuant to clause (x) of the first paragraph of this Section 12.03, no Default with respect
to the Securities of such series under either clause (e) or (f) of Section 7.01 shall have occurred at any time
during the period ending on and including the 91st day after the date of such deposit;


 



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(c)            the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such series will
not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise of its option
under this Section and will be subject to federal income tax on the same amounts and in the same manner and at the same times
as would have been the case if such option had not been exercised and, in the case of the Securities of such series being Discharged
pursuant to clause (x) of the first paragraph of this Section 12.03, such Opinion of Counsel shall be based upon and
accompanied by a ruling to that effect received by the Company from or published by the Internal Revenue Service;


 


(d)            if
the monies or U.S. Government Obligations or combination thereof, as the case may be, deposited under clause (a) above are
sufficient to pay the principal of and premium, if any, and interest on the Securities of such series (including, without limitation,
any mandatory sinking fund payment) or any portion thereof to be redeemed on a particular Redemption Date (including, without limitation,
pursuant to a mandatory sinking fund), the Company shall have given to the Trustee irrevocable instructions to redeem such Securities
on such date and shall have made arrangements satisfactory to the Trustee for the giving of notice of such redemption by the Trustee
in the name, and at the expense, of the Company; and


 


(e)            the
Company shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that all conditions
precedent to such action under this Indenture have been complied with.


 


“Discharged” means, with respect
to the Securities of any series, that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by, and obligations under, the Securities of such series and to have satisfied all the obligations under this Indenture relating
to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following, all of which shall survive such Discharge and remain in full force and effect with respect
to the Securities of such series: (A) the rights of Holders of Securities of such series to receive, from the trust fund described
in clause (a) above, payment of the principal of and premium, if any, and interest on such Securities when such payments are
due, (B) Sections 3.04, 3.05, 3.06, 3.07, 3.10, 6.02 and 6.03, (C) if the Securities of such series are to be redeemed
prior to their Stated Maturity, the provisions of Article IV hereof, (D) if the Securities of such series are convertible
into or exchangeable for other securities or property, the rights of the Holders of such Securities to convert or exchange, and
the obligations of the Company to convert or exchange, such Securities into such other securities or property, (E) the provisions
of this Article XII and (F) the rights, powers, trusts, duties and immunities of the Trustee hereunder.


 


“U.S. Government Obligations”
means securities that are (i) direct obligations of the United States for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States the timely of payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States,
that, in either case under clauses (i) or (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for
the account of the holder of a depositary receipt; provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depositary receipt.


 



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Section 12.04       Repayment
to Company. The Trustee and any Paying Agent shall promptly pay to the Company (or to its designee) upon delivery of
a Company Order any moneys or U.S. Government Obligations deposited pursuant to Sections 12.02 and 12.03 with respect to the Securities
of any series and held by them that are in excess of the monies and/or U.S. Government Obligations that were required to effect
the satisfaction and discharge, covenant defeasance or Discharge, as applicable, with respect to the Securities of such series,
including any such moneys or obligations held by the Trustee under any escrow trust agreement entered into pursuant to Section 12.06.
The provisions of Section 6.03(e) shall apply to any money held by the Trustee or any Paying Agent under this Article.


 


Section 12.05       Indemnity
for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the deposited U.S. Government Obligations or the principal or interest received on such
U.S. Government Obligations.


 


Section 12.06       Deposits
to Be Held in Escrow. Any deposits with the Trustee referred to in Section 12.03 above shall be irrevocable (except
to the extent provided in Sections 12.04 and 6.03(e)) and shall be made under the terms of an escrow trust agreement. If any Outstanding
Securities of a series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions
or in accordance with any mandatory or optional sinking fund requirement, the applicable escrow trust agreement shall provide
therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.


 


Section 12.07       Application
of Trust Money.


 


(a)            Neither
the Trustee nor any other Paying Agent shall be required to pay interest on any moneys deposited pursuant to the provisions of
this Indenture, except such as it shall agree with the Company in writing to pay thereon.


 


(b)            Subject
to Section 6.03(e), any monies and U.S. Government Obligations which at any time shall be deposited by the Company or on its
behalf with the Trustee or any other Paying Agent for the purpose of paying the principal of, premium, if any, and interest on
any of the Securities shall be and are hereby assigned, transferred and set over to the Trustee or such other Paying Agent in trust
for the respective Holders of the Securities for the purpose for which such moneys
shall have been deposited, and such funds shall be applied by the Trustee or Paying Agent in accordance with the provisions of
such Securities and this Indenture to the payment of all sums due and to become due on such Securities in respect of principal
and premium, if any, and interest; but such moneys need not be segregated from other funds except to the extent required by law.
Anything in this Indenture to the contrary notwithstanding, neither the Company nor any of its Subsidiaries nor any of their respective
Affiliates may act as Paying Agent for any Securities in respect of which money or U.S. Government Obligations have been deposited
pursuant to this Article XII.


 






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Section 12.08       Deposits
of Non-U.S. Currencies. Notwithstanding the foregoing provisions of this Article, if the Securities of any series are
payable in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited with the
Trustee under the foregoing provisions of this Article shall be as set forth in a Board Resolution, a Company Order or in
one or more supplemental indentures hereto.


 


ARTICLE XIII


 


IMMUNITY
OF CERTAIN PERSONS


 


Section 13.01       No
Personal Liability. No recourse shall be had for the payment of the principal of, or the premium, if any, or interest
on, any Security or for any claim based thereon or otherwise in respect thereof or of the Indebtedness represented thereby, or
upon any obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the
Company or any successor corporation, because of the incurring of the Indebtedness hereby authorized or under or by reason of
any of the obligations, covenants, promises or agreements contained in this Indenture or in any of the Securities, or to be implied
herefrom or therefrom, and that all liability, if any, of that character against every such incorporator, stockholder, officer
and director is, by the acceptance of the Securities and as a condition of, and as part of the consideration for, the execution
of this Indenture and the issue of the Securities expressly waived and released.


 


ARTICLE XIV


 


SUPPLEMENTAL
INDENTURES


 


Section 14.01       Without
Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series
of Securities, 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 one or more of or all the following purposes:


 


(a)            to
add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental
indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all
or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than
all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit
of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company;


 



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(b)            to
delete or modify any Events of Default with respect to any series of the Securities, the form and terms of which are being first
established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable
to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify
the rights and remedies of the Trustee and the Holders of such Securities in connection therewith;


 


(c)            to
add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal
of or premium, if any, on Securities; provided that any such action shall not adversely affect the interests of the Holders
of Securities of any series in any material respect;


 


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


 


(e)            to
evidence the succession of another entity to the Company, or successive successions, and the assumption by such successor of the
covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental
indenture;


 


(f)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Securities
and to add to or change any of the provisions of this Indenture as shall be necessary for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c);


 


(g)            to
secure any series of Securities;


 


(h)            to
evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof;


 


(i)            to
cure any ambiguity or inconsistency or to correct or supplement any provision contained herein or in any indenture supplemental
hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to
conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of
the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities
at the time of initial sale thereof;


 


(j)            to
add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments
to the Trust Indenture Act;


 



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(k)            to
add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities
in accordance with the terms of the applicable series of Securities;


 


(l)            to
make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of
such Securities;


 


(m)            to
provide for uncertificated securities in addition to certificated securities;


 


(n)            to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the
Holders of Securities of such series or any other series of Securities in any material respect;


 


(o)            to
prohibit the authentication and delivery of additional series of Securities; or


 


(p)            to
establish the form and terms of Securities of any series as permitted in Section 3.01, or to authorize the issuance of additional
Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount,
terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions,
limitations or restrictions thereafter to be observed.


 


Subject to the provisions of Section 14.03,
the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements
and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property
or assets thereunder.


 


Any supplemental indenture authorized by
the provisions of this Section 14.01 may be executed by the Company and the Trustee without the consent of the Holders of
any of the Securities at the time Outstanding.


 


Section 14.02       With
Consent of Securityholders; Limitations.


 


(a)            With
the consent of the Holders (evidenced as provided in Article VIII) of a majority in aggregate principal amount of the Outstanding
Securities of each series affected by such supplemental indenture voting separately, the Company and the Trustee may, from time
to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any provisions of this Indenture or of modifying in any manner the rights of the Holders
of the Securities of such series to be affected; provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security of each such series affected thereby,


 


(i)            extend
the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof
or the interest thereon or any premium payable thereon, or extend the Stated Maturity of, or change the place of payment where,
or the Currency in which the principal of and premium, if any, or interest on such Security is denominated or payable, or reduce
the amount of the principal of an Original Issue Discount Security that would be due and payable upon acceleration of the Maturity
thereof pursuant to Section 7.02, change the ranking of any Security or, in the case of any subordinated Security, the definition
of Senior Indebtedness applicable thereto, or impair the right to institute suit for the enforcement of any payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or materially adversely affect the
economic terms of any right to convert or exchange any Security as may be provided pursuant to Section 3.01; or


 



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


 


(iii)            modify
any of the provisions of this Section, Section 7.06 or Section 6.06, 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 6.06,
or the deletion of this proviso, in accordance with the requirements of Sections 11.06 and 14.01(f); or


 


(iv)            modify,
without the written consent of the Trustee, the rights, duties or immunities of the Trustee.


 


(b)            A
supplemental indenture that changes or eliminates any 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.


 


(c)            It
shall not be necessary for the consent of the Securityholders under this Section 14.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.


 


(d)            The
Company may set a record date for purposes of determining the identity of the Holders of each series of Securities entitled to
give a written consent or waive compliance by the Company as authorized or permitted by this Section. Such record date shall not
be more than 30 days prior to the first solicitation of such consent or waiver or the date of the most recent list of Holders furnished
to the Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture Act.


 


(e)            Promptly
after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 14.02,
the Company shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the Holders of
Securities at their addresses as the same shall then appear in the Register of the Company. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 






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Section 14.03
     Trustee Protected. Upon the request of the Company,
accompanied by the Officer’s Certificate and Opinion of Counsel required by Section 16.01 (provided, however, that
such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental
indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof) and evidence reasonably satisfactory
to the Trustee of consent of the Holders if the supplemental indenture is to be executed pursuant to Section 14.02, the Trustee
shall join with the Company in the execution of said supplemental indenture unless said supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall
not be obligated to, enter into said supplemental indenture. The Trustee shall be fully protected in relying upon such Officer’s
Certificate and an Opinion of Counsel.


 


Section 14.04
     Effect of Execution of Supplemental Indenture. Upon
the execution of any supplemental indenture pursuant to the provisions of this Article XIV, this Indenture shall be deemed
to be modified and amended in accordance therewith and, except as herein otherwise expressly provided, the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders of
all of the Securities or of the Securities of any series affected, as the case may be, shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


 


Section 14.05
     Notation on or Exchange of Securities. Securities of
any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may
bear a notation in the form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company
or the Trustee shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors
of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed
by the Company and authenticated and delivered by the Trustee in exchange for the Securities then Outstanding in equal aggregate
principal amounts, and such exchange shall be made without cost to the Holders of the Securities.


 


Section 14.06
     Conformity with TIA. Every supplemental indenture executed
pursuant to the provisions of this Article shall conform to the requirements of the Trust Indenture Act as then in effect.


 


ARTICLE XV


 


SUBORDINATION
OF SECURITIES


 


Section 15.01
     Agreement to Subordinate. In the event a series of Securities
is designated as subordinated pursuant to Section 3.01, and except as otherwise provided in a Company Order or in one or
more indentures supplemental hereto, the Company, for itself, its successors and assigns, covenants and agrees, and each Holder
of Securities of such series by his, her or its acceptance thereof, likewise covenants and agrees, that the payment of the principal
of (and premium, if any) and interest, if any, on each and all of the Securities of such series is hereby expressly subordinated,
to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness.
In the event a series of Securities is not designated as subordinated pursuant to Section 3.01(s), this Article XV shall
have no effect upon the Securities.


 






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Section 15.02
     Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities. Subject to Section 15.01, upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings
or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise
(subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in
this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the holders thereof by
a lawful plan of reorganization under applicable bankruptcy law):


 


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


 


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


 


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


 






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(d)            Subject
to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders
of Senior Indebtedness (to the extent that distributions otherwise payable to such holder have been applied to the payment of Senior
Indebtedness) to receive payments or distributions of cash, property or securities of the Company applicable to Senior Indebtedness
until the principal of (and premium, if any) and interest, if any, on the Securities shall be paid in full and no such payments
or distributions to the Holders of the Securities of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities be deemed to be a payment by the Company to or on account of the Securities. It is understood that the provisions of
this Article XV are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities,
on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere
in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is unconditional and absolute,
to pay to the Holders of the Securities the principal of (and premium, if any) and interest, if any, on the Securities as and when
the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities
and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or in the Securities prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XV of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets
of the Company referred to in this Article XV, the Trustee, subject to the provisions of Section 15.06, shall be entitled
to conclusively rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee
for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereof and
all other facts pertinent thereto or to this Article XV.


 


Section 15.03
     No Payment on Securities in Event of Default on Senior Indebtedness.
Subject to Section 15.01, no payment by the Company on account of principal (or premium, if any), sinking funds or interest,
if any, on the Securities shall be made at any time if: (i) a default on Senior Indebtedness exists that permits the holders
of such Senior Indebtedness to accelerate its maturity and (ii) the default is the subject of judicial proceedings or the
Company has received notice of such default. The Company may resume payments on the Securities when full payment of amounts then
due for principal (premium, if any), sinking funds and interest on Senior Indebtedness has been made or duly provided for in money
or money’s worth.


 


In the event that, notwithstanding the foregoing,
any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 15.03,
such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness
or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by the Company, but only to the extent that the holders
of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days
of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified in such notice to
the Trustee shall be paid to the holders of such Senior Indebtedness.


 






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Section 15.04
     Payments on Securities Permitted. Subject to Section 15.01,
nothing contained in this Indenture or in any of the Securities shall (a) affect the obligation of the Company to make, or
prevent the Company from making, at any time except as provided in Sections 15.02 and 15.03, payments of principal of (or premium,
if any) or interest, if any, on the Securities or (b) prevent the application by the Trustee of any moneys or assets deposited
with it hereunder to the payment of or on account of the principal of (or premium, if any) or interest, if any, on the Securities,
unless a Responsible Officer of the Trustee shall have received at its Corporate Trust Office written notice of any fact prohibiting
the making of such payment from the Company or from the holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee more
than two Business Days prior to the date fixed for such payment.


 


Section 15.05
     Authorization of Securityholders to Trustee to Effect Subordination.
Subject to Section 15.01, each Holder of Securities by his acceptance thereof authorizes and directs the Trustee on his,
her or its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article XV
and appoints the Trustee his attorney-in-fact for any and all such purposes.


 


Section 15.06
     Notices to Trustee. The Company shall give prompt written
notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment
of monies or assets to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this Article XV.
Subject to Section 15.01, notwithstanding the provisions of this Article XV or any other provisions of this Indenture,
neither the Trustee nor any Paying Agent (other than the Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any fact which would prohibit the making of any payment of moneys or assets to or by the Trustee or such Paying
Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent shall have received (in the case of a Responsible
Officer of the Trustee, at the Corporate Trust Office of the Trustee) written notice thereof from the Company or from the holder
of any Senior Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding
of Senior Indebtedness or of the authority of such trustee and, prior to the receipt of any such written notice, the Trustee shall
be entitled in all respects conclusively to presume that no such facts exist; provided, however, that if at least two Business
Days prior to the date upon which by the terms hereof any such moneys or assets may become payable for any purpose (including,
without limitation, the payment of either the principal (or premium, if any) or interest, if any, on any Security) a Responsible
Officer of the Trustee shall not have received with respect to such moneys or assets the notice provided for in this Section 15.06,
then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such
moneys or assets and to apply the same to the purpose for which they were received, and shall not be affected by any notice to
the contrary which may be received by it within two Business Days prior to such date. The Trustee shall be entitled to rely on
the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such a notice has been given by a holder of Senior Indebtedness or a trustee on behalf
of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV,
the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article XV and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.


 






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Section 15.07
     Trustee as Holder of Senior Indebtedness. Subject to
Section 15.01, the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV
in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness and
nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. Nothing in this Article XV
shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 7.05 or 11.01.


 


Section 15.08
     Modifications of Terms of Senior Indebtedness. Subject
to Section 15.01, any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the holders
of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness, including, without
limitation, the waiver of default thereunder, may be made or done all without notice to or assent from the Holders of the Securities
or the Trustee. To the extent permitted by applicable law, no compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of, or of
any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding
or of such Senior Indebtedness, whether or not such release is in accordance with the provisions of any applicable document, shall
in any way alter or affect any of the provisions of this Article XV or of the Securities relating to the subordination thereof.


 


Section 15.09
     Reliance on Judicial Order or Certificate of Liquidating
Agent. Subject to Section 15.01, upon any payment or distribution of assets of the Company referred to in this Article XV,
the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court
of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding
up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver,
assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or
to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution,
the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.


 






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Section 15.10
     Satisfaction
and Discharge; Defeasance and Covenant Defeasance. Subject to Section 15.01, amounts and U.S. Government Obligations
deposited in trust with the Trustee pursuant to and in accordance with Article XII and not, at the time of such deposit,
prohibited to be deposited under Sections 15.02 or 15.03 shall not be subject to this Article XV.


 


Section 15.11
     Trustee Not Fiduciary for Holders of Senior Indebtedness.
With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or observe only such of its covenants and
obligations as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the
holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness. The Trustee shall not be liable to any such holder if it shall pay over
or distribute to or on behalf of Holders of Securities or the Company, or any other Person, moneys or assets to which any holder
of Senior Indebtedness shall be entitled by virtue of this Article XV or otherwise.


 


ARTICLE XVI


 


MISCELLANEOUS
PROVISIONS


 


Section 16.01
     Certificates and Opinions as to Conditions Precedent.


 


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


 


(b)            Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 6.05 of this Indenture)
shall include (i) a statement that the Person giving such certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the view or opinion of such Person, he or she has made
such examination or investigation as is necessary to enable such Person to express an informed view or opinion as to whether or
not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the view or opinion of
such Person, such condition or covenant has been complied with.


 


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


 






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(d)            Any
certificate, statement or opinion of an officer of the Company or of counsel to the Company may be based, insofar as it relates
to accounting matters, upon a certificate or opinion of, or representations by, an accountant or firm of accountants, unless such
officer or counsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the accounting matters upon which his or her certificate, statement or opinion may be based
are erroneous. Any certificate or opinion of any firm of independent registered public accountants filed with the Trustee shall
contain a statement that such firm is independent.


 


(e)            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.


 


(f)            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 16.02
     Trust Indenture Act Controls. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or another provision included in this
Indenture which is required to be included in this Indenture by any of the provisions of Sections 310 to 318, inclusive, of the
Trust Indenture Act, such imposed duties or incorporated provision shall control.


 


Section 16.03
     Notices to the Company and Trustee. Any notice or demand
authorized by this Indenture to be made upon, given or furnished to, or filed with, the Company or the Trustee shall be sufficiently
made, given, furnished or filed for all purposes if it shall be mailed, delivered or telefaxed to:


 


(a)       the
Company, at 545 Fifth Avenue, Suite 1400, New York, NY 10017, Attention: Charles Silberstein, M.D., email:                 ,
Facsimile No.:                 or
at such other address or email or facsimile number as may have been furnished in writing to the Trustee by the Company.


 


(b)       the
Trustee, at the Corporate Trust Office of the Trustee, Attention: Trust Administrator, email:                 .


 


Any such notice, demand or other document shall be in the English
language.


 






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Section 16.04
     Notices to Securityholders; Waiver. Any notice required
or permitted to be given to Securityholders shall be sufficiently given (unless otherwise herein expressly provided),


 


(a)            if
to Holders, if given in writing by first class mail, postage prepaid, to such Holders at their addresses as the same shall appear
on the Register of the Company; provided that in the event of suspension of regular mail service or by reason of any other
cause it shall be impracticable to give notice by mail, then such notification as shall be given with the approval of the Trustee
shall constitute sufficient notice for every purpose hereunder; or


 


(b)            If
a series of Securities has been issued in the form of one or more Global Securities through DTC as Depositary, notice may be provided
with respect to such series of Securities by delivery of such notice to DTC for posting through its “Legal Notice Service”
(LENS) or a successor system thereof.


 


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


 


Section 16.05
     Legal Holiday. Unless otherwise specified pursuant to
Section 3.01, in any case where any Interest Payment Date, Redemption Date or Maturity of any Security of any series shall
not be a Business Day at any Place of Payment for the Securities of that series, then payment of principal and premium, if any,
or interest 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 such Interest Payment Date, Redemption Date or Maturity and no interest
shall accrue on such payment for the period from and after such Interest Payment Date, Redemption Date or Maturity, as the case
may be, to such Business Day if such payment is made or duly provided for on such Business Day.


 


Section 16.06
     Effects 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 16.07
     Successors and Assigns. All covenants and agreements
in this Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their permitted
successors and assigns, whether so expressed or not.


 






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Section 16.08
     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 16.09
     Benefits of Indenture. Nothing in this Indenture expressed
and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or to give
to, any Person or corporation other than the parties hereto and their successors and the Holders of the Securities any benefit
or any right, remedy or claim under or by reason of this Indenture or any covenant, condition, stipulation, promise or agreement
hereof, and all covenants, conditions, stipulations, promises and agreements in this Indenture contained shall be for the sole
and exclusive benefit of the parties hereto and their successors and of the Holders of the Securities.


 


Section 16.10
     Counterparts Originals. This Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.


 


Section 16.11
     Governing Law; Waiver of Trial by Jury. This Indenture
and the Securities shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be
governed by and construed in accordance with the law of said State.


 


EACH PARTY HERETO, AND EACH HOLDER OF A
SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.


 






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


 


	 	Applied Therapeutics, Inc.,
	 	as Issuer
	 
	 	By:	 
	 	Name:
	 	Title:
	 
	 	 	 	, as Trustee
	 
	 	By:	  
	 	Name:
	 	Title:




 






    


     


    

 


EXHIBIT A


 


FORM OF FACE OF SECURITY


 


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER
AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF nominee of depositary. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO nominee of depositary OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, nominee of depositary, HAS AN INTEREST HEREIN.


 


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 






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CUSIP No. _________


Applied Therapeutics, Inc.


__________NOTES DUE 20__


 


	No. ___ 	$_________
		As
revised by the
		Schedule
of Increases
		or
Decreases in
		Global Security
		  attached
hereto




 


Interest.
Applied Therapeutics, Inc., a Delaware Corporation (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________ or registered assigns,
the principal sum of ___ million dollars ($_________), as revised by the Schedule of Increases or Decreases in Global Security
attached hereto, on ________, 20__ and to pay interest thereon from _______, 20__ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually in arrears on _______ and _______ in each year, commencing
_______, 20__ at the rate of ____% per annum, until the principal hereof is paid or made available for payment.


 


Method
of Payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Record Date for such interest, which shall be _______ or _______, as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice thereof having been given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the Corporate Trust Office in U.S. Dollars.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Authentication.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 






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IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


Dated: _______, 20__


 


	 	Applied Therapeutics, Inc.
	 	 
	 	By:  	 
	 	  	Name:	 	 
	 		Title:	 	 




 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


Date of authentication: ___________


	 	, as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory




 






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FORM OF REVERSE OF SECURITY


 


Indenture.
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued
and to be issued in one or more series under an Indenture, dated as of __________, 20__, (as so supplemented, herein called the
 “Indenture”), between the Company and Trustee, as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $_________.


 


Optional
Redemption. The Securities of this series are subject to redemption at the Company’s option, at any time and from
time to time, in whole or in part, at a Redemption Price equal to __________.


 


For purposes of determining the optional
redemption price, the following definitions are applicable:


 


__________


 


Notice of any redemption will be mailed
at least 30 days but not more than 60 days before the Redemption Date (unless a shorter period shall be satisfactory to the Trustee)
to each registered Holder of the Securities to be redeemed. Unless the Company defaults in payment of the redemption price, on
and after the Redemption Date, interest will cease to accrue on the Securities or portions of the Securities called for redemption.
If fewer than all of the Securities are to be redeemed, the Trustee will select, not more than __ days prior to the Redemption
Date, the particular Securities or portions thereof for redemption from the outstanding Securities not previously called by such
method as the Trustee deems fair and appropriate.


 


Except as set forth above, the Securities
will not be redeemable by the Company prior to maturity.


 


Defaults
and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal
of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.


 


Amendment,
Modification and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 






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Restrictive
Covenants. The Indenture does not limit unsecured debt of the Company or any of its Subsidiaries.


 


Denominations,
Transfer and Exchange. The Securities of this series are issuable only in registered form without coupons in denominations
of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering the same.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory
to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Persons
Deemed Owners. Prior to due presentment of this 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 this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.


 


Miscellaneous.
The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without
regard to the conflicts of law rules of said State.


 


All terms used in this Security and not
defined herein shall have the meanings assigned to them in the Indenture.


 






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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY


 


The following increases or decreases in
this Global Security have been made:


 


	
        Date of Exchange
	
        Amount of increase in Principal
        Amount of this Global Security
	
        Amount of decrease in Principal
        Amount of this Global Security
	
        Principal Amount of this Global
        Security following each decrease or increase
	
        Signature of authorized signatory
        of Trustee

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



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