Exhibit 4.1


 


EXECUTION VERSION


 


BANKUNITED, INC.





 






 


INDENTURE


 


Dated as of


 


June 11, 2020


 





 






 


SUBORDINATED DEBT SECURITIES


 


U.S. Bank National Association

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
	§ 310(b)	11.01(i), 11.04(b), 11.05(1), 16.02
	 § 311 	11.01(i), 16.02
	§ 312 	10.01, 10.03, 11.10, 16.02
	§ 313	10.01, 16.02
	§ 314 	10.02, 16.01, 16.02
	§ 315	11.02, 11.03, 11.05, 16.02
	§ 316 	1.01, 7.06, 7.07, 16.02
	§ 317 	6.03, 7.03, 7.04, 16.02
	§ 318 	16.02


 


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


 









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Table of
CONTENTS





 








Page




	Article
    1 

    Definitions
	Section 1.01. 	Definitions	1
	Article
    2 

    Forms of Securities
	Section 2.01. 	Terms of the Securities	9
	Section 2.02. 	Form of Trustee’s Certificate of Authentication	9
	Section 2.03. 	Form of Trustee’s Certificate of Authentication by an Authenticating Agent	10
	Article
    3

    The Debt Securities
	Section 3.01. 	Amount Unlimited; Issuable in Series	11
	Section 3.02. 	Denominations	14
	Section 3.03. 	Execution, Authentication, Delivery and Dating	14
	Section 3.04. 	Temporary Securities	16
	Section 3.05. 	 Registrar	17
	Section 3.06. 	Transfer and Exchange	17
	Section 3.07. 	Mutilated, Destroyed, Lost and Stolen Securities	21
	Section 3.08. 	Payment of Interest; Interest Rights Preserved	21
	Section 3.09. 	Cancellation	23
	Section 3.10. 	Computation of Interest	23
	Section 3.11. 	Currency of Payments in Respect of Securities	23
	Section 3.12. 	Judgments	24
	Section 3.13. 	CUSIP Numbers	24
	Article
    4 

    Redemption of Securities
	Section 4.01. 	Applicability of Right of Redemption	24
	Section 4.02. 	Selection of Securities to be Redeemed	25
	Section 4.03. 	Notice of Redemption	25
	Section 4.04. 	Deposit of Redemption Price	26
	Section 4.05. 	Securities Payable on Redemption Date	26
	Section 4.06. 	Securities Redeemed in Part	26
	Article
    5 

    Sinking Funds
	Section 5.01. 	Applicability of Sinking Fund	27



 






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	Section 5.02. 	Mandatory Sinking Fund Obligation	27
	Section 5.03. 	Optional Redemption at Sinking Fund Redemption Price	28
	Section 5.04. 	Application of Sinking Fund Payment	28
	Article
    6

    Particular Covenants of the Company
	Section 6.01. 	Payments of Securities	29
	Section 6.02. 	Paying Agent	29
	Section 6.03. 	To Hold Payment in Trust	30
	Section 6.04. 	Merger, Consolidation and Sale of Assets	31
	Section 6.05. 	Compliance Certificate	32
	Section 6.06. 	Conditional Waiver by Holders of Securities	32
	Section 6.07. 	Statement by Officers as to Default	33
	Article
    7

    Remedies of Trustee and Securityholders
	Section 7.01. 	Events of Default	33
	Section 7.02. 	Acceleration; Rescission and Annulment	34
	Section 7.03. 	Other Remedies	36
	Section 7.04. 	Trustee as Attorney-in-Fact	36
	Section 7.05. 	Priorities	37
	Section 7.06. 	Control by Securityholders; Waiver of Past Defaults	37
	Section 7.07. 	Limitation on Suits	38
	Section 7.08. 	 Undertaking for Costs	39
	Section 7.09. 	Remedies Cumulative	39
	Article
    8

    Concerning the Securityholders
	Section 8.01. 	Evidence of Action of Securityholders	40
	Section 8.02. 	Proof of Execution or Holding of Securities	40
	Section 8.03. 	 Persons Deemed Owners	41
	Section 8.04. 	Effect of Consents	41
	Article
    9 

    Securityholders’ Meetings
	Section 9.01. 	 Purposes of Meetings	41
	Section 9.02. 	 Call of Meetings by Trustee	42
	Section 9.03. 	 Call of Meetings by Company or Securityholders	42
	Section 9.04. 	Qualifications for Voting	42
	Section 9.05. 	Regulation of Meetings	42
	Section 9.06. 	Voting	43
	Section 9.07. 	No Delay of Rights by Meeting	44



 






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	Article
    10 

    Reports by the Company and the Trustee and Securityholders’ Lists
	Section 10.01. 	 Reports by Trustee	44
	Section 10.02. 	 Reports by the Company	44
	Section 10.03. 	 Securityholders’ Lists	45
	Article
    11 

    Concerning the Trustee
	Section 11.01. 	Rights of Trustees; Compensation and Indemnity	45
	Section 11.02. 	Duties of Trustee	48
	Section 11.03. 	 Notice of Defaults	49
	Section 11.04. 	 Eligibility; Disqualification	49
	Section 11.05. 	Resignation and Notice; Removal	50
	Section 11.06. 	Successor Trustee by Appointment	51
	Section 11.07. 	Successor Trustee by Merger	52
	Section 11.08. 	 Right to Rely on Officer’s Certificate	52
	Section 11.09. 	Appointment of Authenticating Agent	53
	Section 11.10. 	Communications by Securityholders with Other Securityholders	54
	Article
    12

    Satisfaction and Discharge; Defeasance
	Section 12.01. 	 Applicability of Article	54
	Section 12.02. 	 Satisfaction and Discharge of Indenture	54
	Section 12.03. 	Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations	56
	Section 12.04. 	Repayment to Company	58
	Section 12.05. 	Indemnity for U.S. Government Obligations	58
	Section 12.06. 	Deposits to Be Held in Escrow	58
	Section 12.07. 	Application of Trust Money	58
	Section 12.08. 	Deposits of Non-U.S. Currencies	59
	Article
    13 

    Immunity of Certain Persons
	Section 13.01. 	No Personal Liability	59
	Article
    14

    Supplemental Indentures
	Section 14.01. 	Without Consent of Securityholders	59
	Section 14.02. 	With Consent of Securityholders; Limitations	61
	Section 14.03. 	Trustee Protected	62
	Section 14.04. 	Effect of Execution of Supplemental Indenture	63
	Section 14.05. 	Notation on or Exchange of Securities	63
	Section 14.06. 	Conformity with TIA	63



 



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	Article
    15

    Subordination of Securities
	Section 15.01. 	Agreement to Subordinate	63
	Section 15.02. 	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	64
	Section 15.03. 	No Payment on Securities in Event of Default on Senior Indebtedness	65
	Section 15.04. 	Payments on Securities Permitted	66
	Section 15.05. 	Authorization of Securityholders to Trustee to Effect Subordination	66
	Section 15.06. 	Notices to Trustee	66
	Section 15.07. 	Trustee as Holder of Senior Indebtedness	67
	Section 15.08. 	Modifications of Terms of Senior Indebtedness	67
	Section 15.09. 	Reliance on Judicial Order or Certificate of Liquidating Agent	67
	Section 15.10. 	Satisfaction and Discharge; Defeasance and Covenant Defeasance	68
	Section 15.11. 	Trustee Not Fiduciary for Holders of Senior Indebtedness	68
	Article
    16 

    Miscellaneous Provisions
	Section 16.01. 	Certificates and Opinions as to Conditions Precedent	68
	Section 16.02. 	Trust Indenture Act Controls	69
	Section 16.03. 	 Notices to the Company and Trustee	70
	Section 16.04. 	Notices to Securityholders; Waiver	70
	Section 16.05. 	Legal Holiday	70
	Section 16.06. 	Effects of Headings and Table of Contents	71
	Section 16.07. 	 Successors and Assigns	71
	Section 16.08. 	Separability Clause	71
	Section 16.09. 	Benefits of Indenture	71
	Section 16.10. 	Counterparts Originals	71
	Section 16.11. 	Governing Law; Waiver of Trial by Jury	71
	Section 16.12. 	 Force Majeure	72
	Section 16.13. 	U.S.A. Patriot Act	72





 






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INDENTURE dated as of June 11, 2020, between
BankUnited, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking
association, 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
1

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:


 


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.


 


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


 


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.


 


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.


 


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.


 


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.


 


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


 


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.


 






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


 


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 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention:
BankUnited Administrator, 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).


 


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


 


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


 


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


 


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.


 


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


 


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


 


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


 


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


 


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.


 


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


 


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.


 






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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.


 


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.


 


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,
substantially in the form set forth in Exhibit A or in such other form as shall be established by or pursuant to a Board
Resolution, a Company Order or in one or more indentures supplemental hereto, and bearing the legend prescribed in ‎Section
3.03(g).


 


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


 


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.


 


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


 






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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.


 


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


 


The term “interest” shall
mean, unless the context otherwise requires, interest payable on any Securities.


 


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


 


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


 


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.


 


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


 


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


 


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.


 


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.


 


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


 


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;


 






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(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 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).


 


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


 


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.


 


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.


 


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


 






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Security
shall be deemed to evidence the same Indebtedness as the lost, destroyed or stolen Security.


 


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.


 


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.


 


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.


 


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


 


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


 


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.


 


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


 


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.


 


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.


 


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.


 


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


 






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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.


 


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


 


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.


 


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.


 


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


 


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).


 


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.


 


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,


 






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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.


 


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.


 


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


 


The term “United States”
shall mean the United States of America (including the States and the District of Columbia), its territories and its possessions
and other areas subject to its jurisdiction.


 


Article
2

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 Exhibit A or in
such other form as shall be established by or pursuant to 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.


 


(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.


 






    9


     


    

 


(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


 


Dated:


 


U.S. BANK NATIONAL ASSOCIATION


 


		 	as Trustee, certifies

that this is one of

the Securities referred

to in the Indenture.



 


	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: ___________	 	U.S. Bank National Association, as Trustee
	 	 	 
	 	 	 	By:	 
	 	 	 	 	[NAME OF AUTHENTICATING AGENT]
	 	 	 	 	as Authenticating Agent


 


	 	 	 	By:	 
	 	 	 	 	Authorized Signatory
	 	 	 	 	 



 






    10


     


    

 


 


Article
3


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;


 


(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


 






    11


     


    

 


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 at a discount to the principal amount and the amount of discount with
which such Securities may be issued;


 


(o)           
if the provisions of ‎Article 12 hereof shall not be applicable with respect to the Securities of such series;
or any addition to or change in the provisions of ‎Article 12 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


 



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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)            
if other than or in addition to the subordination provisions in ‎Article 15, the terms of subordination with
respect to the Securities of the series;


 


(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 7 which applies to Securities of the
series;


 


(aa)            
any addition to or change in the covenants set forth in ‎Article 6 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).


 






    13


     


    

 


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.


 


(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;


 






    14


     


    

 


(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, if in registered
form, 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 DEPOSITORY TRUST COMPANY, INC. (DTC) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., 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.


 


(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


 



    15


     


    

 





Depositary or by the Security Custodian under such Global Security,
and the Depositary may 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.


 






    16


     


    

 


(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.


 


(ii)           
Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the Individual
Securities represented


 






    17


     


    

 


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 an 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.


 


(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


 



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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 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.


 


(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


 


(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


 



    19


     


    




 


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.


 


(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


 






    20


     


    

 





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.


 


(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


 






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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).


 


(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


 



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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.


 


(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


 






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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.


 


Article
4


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.


 






    24


     


    

 


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 15 days prior to the date notice of redemption is to be sent to
Holders (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, on a pro rata basis 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
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.


 


(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;


 






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(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.


 


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


 



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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
5

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
4 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 4 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.


 


(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


 



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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
6

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.


 


(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


 



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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;


 


(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.


 






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(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 a corporation, banking association, partnership or trust 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 giving effect to the transaction, no Default or Event of
Default under this Indenture shall have occurred and be continuing and no event which, after notice or the lapse of time or both,
would become a Default or Event of Default under this Indenture, shall have occurred and be continuing.


 






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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 who shall be the principal executive officer, principal financial officer
or principal accounting officer of the Company, 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 8) 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
7

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, 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


 



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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;


 


(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 unless otherwise specified,
no event described in clause ‎(d) and (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
then 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 Annulment. (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


 



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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 of, premium on, if any, 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 of, premium on, if any, 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, premium on, if any, and interest on the Securities
of such series shall terminate.


 


(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 annul 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


 






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(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 or interest which have become due solely by such acceleration or a default relating to a covenant
or other provision of this Indenture that cannot be waived without the consent of each Holder, 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.


 


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.


 


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


 



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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
7 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.


 


Second: Subject to ‎Article
15 (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.


 


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


 



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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 Section or 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


 



    38


     


    

 


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.


 


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 7
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
8

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 9, 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


 






    40


     


    

 



 


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.


 


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
9

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 9 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 8;


 


(b)           
to remove the Trustee and nominate a successor trustee pursuant to the provisions of ‎Article 11;


 






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


 


(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


 






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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.


 


(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.


 






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


 


Section 9.07.       
No Delay of Rights by Meeting. Nothing contained in this ‎Article
9 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.


 


Article
10

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 May 15, commencing with May 15, 2021, 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 promptly notify the Trustee in writing when, as and if the Securities become listed on any stock exchange or any delisting
thereof.


 


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 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 deemed to have been filed with the Trustee on
the date such information, documents or reports are publicly available through the Securities and Exchange Commission’s Electronic
Data Gathering, Analysis and Retrieval system. The Trustee shall have no responsibility whatsoever to determine if such information
has been made so available.


 


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).


 






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Section 10.03.   
Securityholders’ Lists. The Company shall furnish or cause to be furnished to the Trustee:


 


(a)           
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


 


(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
11

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 from time to time to such compensation from the Company as shall be agreed in writing between
the Company and the Trustee for all services rendered by it hereunder. 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;


 


(b)           
except as otherwise expressly provided herein, the Company shall reimburse the Trustee 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, willful
misconduct or bad faith; and


 


(c)           
the Company 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 reasonable 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 reasonable costs and expenses of defending itself against
any claim (whether asserted by the Company, a Holder, or any other Person) or liability in connection with the exercise or performance
of any of its powers or duties hereunder including enforcement of this Section 11.01, 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.


 






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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. The obligations of the Company to compensate, reimburse and indemnify
the Trustee under this ‎Section 11.01 shall survive the resignation
or removal of the Trustee, the termination of this Indenture and any satisfaction and discharge under ‎Article
12. 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 then
applicable federal or state bankruptcy or insolvency law.


 


(d)           
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.


 


(e)           
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 statements of the Company; and the Trustee makes
no representations as to the validity or sufficiency of this Indenture or of the Securities (except its certificates of authentication
thereon), 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.


 


(f)            
The Trustee may consult with counsel of its selection and the 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.


 


(g)           
Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a written request or order,
as the case may be, signed by any Officer and delivered to the Trustee (in each case, other than delivery of any Security to the
Trustee for authentication and delivery pursuant to ‎Section 3.03 which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.


 


(h)           
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, in the absence of bad faith on its part, rely upon
an Officer’s Certificate of the Company (unless other evidence in respect thereof be herein specifically prescribed).


 






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(i)            
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.


 


(j)            
Except as provided in Sections ‎6.03 and ‎12.07, money held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent required by law and shall be held uninvested. 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.


 


(k)           
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.


 


(l)            
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.


 


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


 


(n)           
The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee
has actual knowledge thereof, the Company or Holders of not less than 25% of the Outstanding Securities notify the Trustee thereof,
or written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture.


 


(o)           
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 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.


 


(p)           
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.


 


(q)           
In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of
any kind whatsoever (including, but not


 






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limited to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.


 


(r)            
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(s)           
The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture, and such certificate 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 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, willful misconduct or bad faith, except that, anything in this Indenture contained to the contrary
notwithstanding,


 


(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;
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 and conforming to the requirements
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 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


 






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(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.


 


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 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)(1) 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


 






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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.


 


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 its agreed upon compensation for the services rendered hereunder by such Trustee and to the


 






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payment of all reasonable expenses incurred hereunder and all moneys then due to it hereunder. The Trustee’s rights to compensation,
reimbursement and indemnification provided in ‎Section 11.01
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 Company 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.


 


(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


 






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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.


 


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


 






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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 11, 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
11, it shall resign immediately in the manner and with the effect specified in this ‎Article
11.


 


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all
the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this ‎Article
11, 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


 






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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
12

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,


 


(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


 






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(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, (1) with respect
to any redemption that requires the payment of a premium, the amount deposited shall be sufficient to the extent that an amount
is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit on the
Redemption Date only required to be deposited with the Trustee on or prior to the Redemption Date (it being understood that any
satisfaction and discharge shall be subject to the condition subsequent that such deficit is in fact paid); and (2) 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;


 


(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 12, and, if the
Securities of such series are to be redeemed prior to their Stated


 






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Maturity (including, without limitation, pursuant
to a mandatory sinking fund), the provisions of ‎Article 4
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) in
the opinion of a nationally recognized firm of independent certified public accountants 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;


 


(c)           
the Company shall have delivered to the Trustee an opinion of independent counsel to the effect that beneficial owners 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


 



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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 independent
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 Officer’s 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
4 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
12 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


 






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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.


 


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


 



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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 12.


 


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
13


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
14


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


 






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expressed, and to add Events of Default provided that any such action shall not adversely
affect the interests of the Holders of all or any series of the Securities in any material respect (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;


 


(b)           
to delete or modify any Events of Default with respect to any series of the Securities, to the extent the form and terms
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;


 


(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 pursuant to ‎Article 12; 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
8) 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)           
change 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


 






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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,
change the ranking of any Security or the definition of Senior Indebtedness applicable thereto, or impair the right to enforce
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


 


(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; 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.


 


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 which shall provide that such supplemental indenture
is permitted by the terms


 






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hereof and is the valid and binding agreement of the Company 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 14, 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
15


Subordination of Securities


 


Section 15.01.   
Agreement to Subordinate. 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(t), this
‎Article 15 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; and


 


(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 15
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.


 


(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


 






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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 15 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 15 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 15
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 15, 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
15.


 


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


 






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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.


 


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
15 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 15. Subject to ‎Section
15.01, notwithstanding the provisions of this ‎Article 15 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


 






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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 15, 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 15 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.


 


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
15 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
15 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 15 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
15, 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


 






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thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to this ‎Article
15.


 


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
12 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
15.


 


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
15, 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
15 or otherwise.


 


Article
16


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.


 






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(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.


 


(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:


 






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(a)           
the Company, at 14817 Oak Lane, Miami, Florida 33106, Attention: Chief Financial Officer or at such other address 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: BankUnited Administrator.


 


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


 


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.


 


The words “execute,” “execution,”
 “signed,” “signature,” and words of like import in or related to any document to be signed in connection
with the Indenture and the Securities shall be deemed to include electronic signatures (including any electronic signature complying
with the U.S. federal ESIGN Act of 2000), each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature. The Company agrees, subject to Section 11.02(b), to assume all risks arising out of the use of using digital
signatures and electronic methods to submit communications to Trustee,


 









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 including without limitation the risk of Trustee acting
on unauthorized instructions, and the risk of interception and misuse by third parties.


 


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.


 


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. The exchange
of copies of this Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”)
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu
of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e.,
 “pdf” or “tif”) shall be deemed to be their original signatures for all purposes.


 






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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.


 


Section 16.12.   
Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, public health emergencies,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services, unless the Trustee fails to use reasonable efforts which are consistent with accepted practices
in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section 16.13.   
U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 (the “U.S.A.
Patriot Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money
laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes
a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with
such information as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 






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


 


	 	BANKUNITED, INC., 

as Issuer
	 	 
	 	By:	/s/ Leslie Lunak
	 	 	Name:	Leslie Lunak
	 	 	Title:	Chief Financial Officer


 


	 	U.S. BANK NATIONAL ASSOCIATION, 

as Trustee
	 	 
	 	By:	              
	 	 	Name: 	
	 	 	Title:	                  


 






    


     


    

 





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


 


	 	BANKUNITED, INC., 

as Issuer
	 	 
	 	By:	 
	 	 	Name:	Leslie Lunak
	 	 	Title:	Chief Financial Officer


 


	 	U.S. BANK NATIONAL ASSOCIATION, 

as Trustee
	 	 
	 	By:	/s/ Richard Prokosch
	 	 	Name:	Richard Prokosch
	 	 	Title:	Vice President


 






    


     


    

 






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 DEPOSITORY TRUST COMPANY, INC. (DTC) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., 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.


 









    A-1


     


    

 


CUSIP No. _________


 


BankUnited, Inc.

__________NOTES DUE 20__


 


No. ___ $_________

As revised by the Schedule of Increases or Decreases in Global Security attached hereto


 


Interest. BankUnited, 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. Interest will be computed on the basis of _________.


 


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 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 executed by its duly authorized officer.


 


	 	BANKUNITED, INC., 

as Issuer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:            


 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:


 


U.S. BANK NATIONAL ASSOCIATION


 


			as Trustee, certifies

that this is one of

the Securities referred

to in the Indenture.



 


	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 supplemented by a ___ Supplemental Indenture dated _______,
20__ (as so supplemented, herein called the “Indenture”), between the Company and U.S. Bank National Association,
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 [and will not be entitled to the benefit of any sinking fund].


 


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


 






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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.


 


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.


 


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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