Exhibit 4.1


 


AMCOR UK FINANCE PLC


 


The Issuer


 


AND


 


AMCOR PLC


 


The Parent Guarantor


 


AND


 


AMCOR FINANCE (USA), INC.


 


AND


 


AMCOR PTY LTD


 


AND


 


BEMIS COMPANY, INC.


 


The Initial Subsidiary Guarantors


 


TO


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


The Trustee


 


 



 


Indenture


 


Dated as of June 23, 2020


 


 



 






    	 



     


    

 


TABLE OF CONTENTS


 


Page


 


ARTICLE One


 


Definitions
and Other Provisions

of General Application


 


	Section 101.	Definitions	1
	Section 102.	Compliance Certificates and Opinions	14
	Section 103.	Form of Documents Delivered to Trustee	14
	Section 104.	Acts of Holders; Record Dates	15
	Section 105.	Notices, Etc., to the Trustee, the Issuer and the Guarantors	17
	Section 106.	Notice to Holders; Waiver	18
	Section 107.	Effect of Headings and Table of Contents	18
	Section 108.	Successors and Assigns	18
	Section 109.	Separability Clause	18
	Section 110.	Benefits of Indenture	19
	Section 111.	Governing Law	19
	Section 112.	Submission to Jurisdiction; Appointment of Agent for Service of Process	19
	Section 113.	Waiver of Jury Trial	20
	Section 114.	Force Majeure	20
	Section 115.	Legal Holidays	20
	Section 116.	Counterparts	21
	Section 117.	FATCA	21
	Section 118.	USA Patriot Act	21
	Section 119.	Incorporation by Reference of Trust Indenture Act	22
	Section 120.	Trust Indenture Act Controls	22
	 	 	 
	ARTICLE Two	 
	 	 	 
	Security Forms	 
	 	 	 
	Section 201.	Forms Generally	22
	Section 202.	Form of Face of Security	23
	Section 203.	Form of Reverse of Security	26
	Section 204.	Form of Trustee’s Certificate of Authentication	33
	 	 	 
	ARTICLE Three	 
	 	 	 
	The Securities	 
	 	 	 
	Section 301.	Title and Terms; Issuable in Series	34
	Section 302.	Denominations	37
	Section 303.	Execution, Authentication, Delivery and Dating	37
	Section 304.	Temporary Securities	39



 






    	 



     


    

 


	Section 305.	Registration, Registration of Transfer and Exchange	39
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	42
	Section 307.	Payment of Interest; Interest Rights Preserved	43
	Section 308.	Persons Deemed Owners	44
	Section 309.	Cancellation	44
	Section 310.	Computation of Interest	44
	Section 311.	CUSIP Numbers	44
	 	 	 
	ARTICLE Four	 
	 	 	 
	Satisfaction and Discharge	 
	 	 	 
	Section 401.	Satisfaction and Discharge of Indenture	45
	Section 402.	Application of Trust Money	46
	ARTICLE Five	 
	 	 	 
	Remedies	 
	 	 	 
	Section 501.	Events of Default	46
	Section 502.	Acceleration of Maturity; Rescission and Annulment	49
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	49
	Section 504.	Trustee May File Proofs of Claim	50
	Section 505.	Trustee May Enforce Claims Without Possession of Securities	51
	Section 506.	Application of Money Collected	51
	Section 507.	Limitation on Suits	51
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	52
	Section 509.	Restoration of Rights and Remedies	52
	Section 510.	Rights and Remedies Cumulative	52
	Section 511.	Delay or Omission Not Waiver	53
	Section 512.	Control by Holders	53
	Section 513.	Waiver of Past Defaults	53
	Section 514.	Undertaking for Costs	54
	Section 515.	Waiver of Usury, Stay or Extension Laws	54
	 	 	 
	ARTICLE Six	 
	 	 	 
	The Trustee	 
	 	 	 
	Section 601.	Certain Duties and Responsibilities	54
	Section 602.	Notice of Defaults	55
	Section 603.	Certain Rights of Trustee	56
	Section 604.	Not Responsible for Recitals or Issuance of Securities	57
	Section 605.	May Hold Securities	57
	Section 606.	Money Held in Trust	58
	Section 607.	Compensation and Reimbursement	58



 






    	 



     


    

 


	Section 608.	Conflicting Interests	59
	Section 609.	Corporate Trustee Required; Eligibility	59
	Section 610.	Resignation and Removal; Appointment of Successor	59
	Section 611.	Acceptance of Appointment by Successor	61
	Section 612.	Merger, Conversion, Consolidation or Succession to Business	62
	Section 613.	Agents	62
	Section 614.	Appointment of Authenticating Agent	63
	Section 615.	Preferential Collection of Claims Against the Company	64
	 	 	 
	ARTICLE Seven	 
	 	 	 
	Holders’ Lists and Reports by Trustee and Issuer	 
	 	 	 
	Section 701.	Issuer to Furnish Trustee Names and Addresses of Holders	64
	Section 702.	Preservation of Information; Communications to Holders	64
	Section 703.	Reports by the Issuer.	65
	Section 704.	Reports by Trustee to Holders.	65
	ARTICLE Eight	 
	 	 	 
	Consolidation, Merger, Conveyance, Transfer or Lease	 
	 	 	 
	Section 801.	Issuer May Consolidate, Etc., Only on Certain Terms	66
	Section 802.	Successor Substituted	70
	 	 	 
	ARTICLE Nine	 
	 	 	 
	Supplemental Indentures	 
	 	 	 
	Section 901.	Supplemental Indentures Without Consent of Holders	70
	Section 902.	Supplemental Indentures With Consent of Holders	71
	Section 903.	Execution of Supplemental Indentures	73
	Section 904.	Effect of Supplemental Indentures	73
	Section 905.	Reference in Securities to Supplemental Indentures	73
	 	 	 
	ARTICLE Ten	 
	 	 	 
	Covenants	 
	 	 	 
	Section 1001.	Payment of Principal, Premium and Interest	73
	Section 1002.	Maintenance of Office or Agency	74
	Section 1003.	Money for Securities Payments to Be Held in Trust	74
	Section 1004.	Statement by Officers as to Default	75
	Section 1005.	Existence	76
	Section 1006.	Payment of Taxes and Other Claims	76
	Section 1007.	Additional Amounts	76
	Section 1008.	Limitation on Liens	79
	Section 1009.	Offer to Purchase Upon Change of Control Triggering Event	76



 






    	 



     


    

 


	Section 1010.	New Guarantors	83
	Section 1011.	Waiver of Certain Covenants	84
	Section 1012.	Stamp, Documentary and Similar Taxes	84
	 	 	 
	ARTICLE Eleven	 
	 	 	 
	Redemption of Securities	 
	 	 	 
	Section 1101.	Applicability of Article	84
	Section 1102.	Election to Redeem; Notice to Trustee	85
	Section 1103.	Selection of Securities to Be Redeemed	85
	Section 1104.	Notice of Redemption	86
	Section 1105.	Deposit of Redemption Price	86
	Section 1106.	Securities Payable on Redemption Date	86
	Section 1107.	Securities Redeemed in Part	87
	Section 1108.	Optional Redemption Due to Changes in Tax Treatment	87
	 	 	 
	ARTICLE Twelve	 
	 	 	 
	Defeasance and Covenant Defeasance	 
	 	 	 
	Section 1201.	Option to Effect Defeasance or Covenant Defeasance	88
	Section 1202.	Defeasance and Discharge	89
	Section 1203.	Covenant Defeasance.	89
	Section 1204.	Conditions to Defeasance or Covenant Defeasance.	89
	Section 1205.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	91
	Section 1206.	Reinstatement.	91
	 	 	 
	ARTICLE Thirteen	 
	 	 	 
	Guarantee	 
	 	 	 
	Section 1301.	Guarantee	92
	Section 1302.	Release of Subsidiary Guarantors	93



 


	ANNEX A — FORM OF NEW GUARANTOR SUPPLEMENTAL INDENTURE	A- 1



 






    	 



     


    

 


CROSS-REFERENCE TABLE


 


	TIA Section	 	Indenture Section	 
	 	 	 	 	 
	310	(a)(1)	 	609	 
	 	(a)(2)	 	609	 
	 	(a)(3)	 	N/A	 
	 	(a)(4)	 	N/A	 
	 	(a)(5)	 	609	 
	 	(b)	 	608; 609; 610; 611	 
	311	(a)	 	615	 
	 	(b)	 	615	 
	312	(a)	 	701	 
	 	(b)	 	702	 
	 	(c)	 	702	 
	313	(a)	 	704	 
	 	(b)(1)	 	704	 
	 	(b)(2)	 	704	 
	 	(c)	 	106	 
	 	(d)	 	704	 
	314	(a)	 	703	 
	 	(b)	 	N/A	 
	 	(c)(1)	 	102	 
	 	(c)(2)	 	102	 
	 	(c)(3)	 	N/A	 
	 	(d)	 	N/A	 
	 	(e)	 	102	 
	 	(f)	 	N/A	 
	315	(a)	 	601; 603	 
	 	(b)	 	602	 
	 	(c)	 	601	 
	 	(d)	 	601; 603	 
	 	(e)	 	514	 
	316	(a)(1)(A)	 	512	 
	 	(a)(1)(B)	 	513	 
	 	(a)(2)	 	N/A	 
	 	(b)	 	508	 
	 	(c)	 	104	 
	317	(a)(1)	 	503	 
	 	(a)(2)	 	504	 
	 	(b)	 	1003	 
	318	(a)	 	120	 
	 	(b)	 	N/A	 
	 	(c)	 	120	 




 


N/A Means Not Applicable


 






    	 



     


    

 


Note: This Cross-Reference Table shall not, for any purposes,
be deemed to be part of this Indenture.


 






    	 



     


    

 


INDENTURE,
dated as of June 23, 2020, among Amcor UK Finance plc, a public company incorporated in England and Wales with limited liability
(the “Issuer”), Amcor plc, a public limited company incorporated in Jersey, Channel Islands with limited liability
(the “Parent Guarantor”), Amcor Finance (USA), Inc., a Delaware corporation, Amcor Pty Ltd, a company incorporated
under the laws of Australia, and Bemis Company, Inc., a corporation organized under the laws of Missouri (each, an “Initial
Subsidiary Guarantor”, and together with the Parent Guarantor, the “Original Guarantors”), and Deutsche Bank
Trust Company Americas, a New York banking corporation, as Trustee hereunder (the “Trustee”).


 


RECITALS
OF THE ISSUER


 


The
Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as set forth in this
Indenture.


 


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


 


RECITALS
OF THE GUARANTORS


 


Each
of the Guarantors has duly authorized the execution and delivery of this Indenture to provide for the Guarantees of the Securities
provided for herein.


 


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


 


Now,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE One


 


Definitions
and Other Provisions

of General Application


 


Section 101.         Definitions


 


.


 


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


 


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


 






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


 


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


 


(4)           the
masculine gender includes the feminine and the neuter;


 


(5)           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


 


(6)           a
reference to any law or to a provision of a law includes any amendments thereto and any successor statutes.


 


“Accounts”
means the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated cash flow statement of the Group, prepared on a consolidated
basis in accordance with U.S. GAAP, together with reports (including directors’ reports and, if applicable, auditors’
reports) and notes attached to or intended to be read with any such consolidated financial statements.


 


“Act”,
when used with respect to any Holder, has the meaning specified in Section 104.


 


“Additional
Amounts” has the meaning specified in Section 1007.


 


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


 


“Agent
Member” with respect to any Global Security means a member of or participant in the Depositary for such Global Security.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of a beneficial interest in a Global Security, the rules and
procedures of the Depositary for such Global Security, Euroclear and Clearstream to the extent the same are applicable to such
transfer or exchange.


 


“Australia”
means the Commonwealth of Australia.


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
the Securities.


 






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


 


A
Person shall be deemed the “beneficial owner” of, and shall be deemed to “beneficially own”, any Securities
which such Person or any of its Affiliates would be deemed to “beneficially own” within the meaning of Rule 13d-3
under the Exchange Act if the references to “within 60 days” in Rule 13d-3(d)(1)(i) were omitted.


 


“Board
of Directors” means the Board of Directors of the Issuer or a Guarantor, as the case may be, or any committee of such board
duly authorized to act for it in respect hereof.


 


“Board
Resolution” when used with reference to the Issuer or a Guarantor means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Issuer, such Guarantor to have been duly adopted by the Board of Directors (or by a committee
of the Board of Directors appointed by such Board of Directors for such purpose) and to be in full force and effect on the date
of such certification, and delivered to the Trustee.


 


“Business
Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City, United States, London,
United Kingdom, Sydney, Australia or Melbourne, Australia are required or authorized to be closed.


 


“Change
in Lease Accounting Standard” means, and shall be deemed to have occurred, as of the date of effectiveness of the United
States Financial Accounting Standards Board Accounting Standards Codification 842, Leases (or any other United States Accounting
Standards Codification having a similar result or effect) (and related interpretations) and, as applicable, the date of effectiveness
of the AASB AAS 16 (Leases).


 


“Change
of Control” means the occurrence of any one of the following:


 


(a) 
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the assets of the Parent Guarantor and its Subsidiaries
taken as a whole to any person (including any “person” as that term is used in Section 13(d)(3) of the Exchange
Act) other than to the Parent Guarantor or one of its Subsidiaries;


 


(b) 
the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any
person (including any “person” as that term is used in Section 13(d)(3) of the Exchange Act) becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the outstanding Voting
Stock of the Parent Guarantor, measured by voting power rather than the number of shares;


 


(c) 
the Parent Guarantor consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or
into, the Parent Guarantor, in any such event pursuant to a transaction in which any of the Voting Stock of the Parent Guarantor
or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where
the shares of the Voting Stock of the Parent Guarantor constitute, or are converted into or exchanged for, a majority of the Voting
Stock of the surviving Person immediately after giving effect to such transaction;


 






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(d) 
the first day on which the majority of the members of the Board of Directors of the Parent Guarantor cease to be Continuing Directors;
or


 


(e) 
the adoption of a plan relating to the liquidation or dissolution of the Parent Guarantor.


 


“Change
of Control Offer” has the meaning specified in Section 1009.


 


“Change
of Control Trigger Period” means, with respect to any Change of Control, the period commencing upon the earlier of (i) the
occurrence of such Change of Control or (ii) 60 days prior to the date of the first public announcement of such Change of
Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Change of Control
Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies engaged
by the Parent Guarantor or the Issuer has publicly announced that it is considering a possible ratings change).


 


“Change
of Control Triggering Event” means with respect to any Change of Control:


 


(a)           if
there are two Rating Agencies engaged by the Parent Guarantor or the Issuer providing ratings for the Securities on the first
day of the Change of Control Trigger Period with respect to such Change of Control, both Rating Agencies engaged by the Parent
Guarantor or the Issuer cease to rate the Securities Investment Grade during such Change of Control Trigger Period; and


 


(b)           if
there are three Rating Agencies engaged by the Parent Guarantor or the Issuer providing a rating for the Securities on the first
day of the Change of Control Trigger Period with respect to such Change of Control, two or more Rating Agencies engaged by the
Parent Guarantor or the Issuer cease to rate the Securities Investment Grade during such Change of Control Trigger Period.


 


If
there are not at least two Rating Agencies engaged by the Parent Guarantor or the Issuer providing a rating for the Securities
on the first day of any Change of Control Trigger Period, a Change of Control Triggering Event shall be deemed to have occurred.
Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular
Change of Control unless and until such Change of Control has actually been consummated.


 


“Clearstream”
means Clearstream Banking S.A.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended.


 






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


 


“Continuing
Director” means, as of any date of determination, any member of the Board of Directors of the Parent Guarantor who (a) was
a member of such Board of Directors on the date of the issuance of the Securities; or (b) was nominated for election or elected
to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors
at the time of such nomination or election.


 


“Corporate
Trust Office” means the corporate trust office of the Trustee, currently located at (i) for purposes of surrender,
transfer or exchange of any Security, Deutsche Bank Trust Company Americas, c/o DB Services Americas, Inc., 5022 Gate Parkway,
Suite 200, Jacksonville, FL 32256, Attn: Transfer Department and (ii) for all other purposes, Deutsche Bank Trust Company
Americas, Trust and Agency Services, 60 Wall Street, 24th Floor, Mail Stop: NYC60-2405, New York, New York 10005, USA, Attn: Corporates
Team, Amcor Finance (USA), Inc.


 


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


 


“Covenant
Defeasance” has the meaning specified in Section 1203.


 


“default”
has the meaning specified in Section 602.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Defeasance”
has the meaning specified in Section 1202.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, DTC
until a successor Depositary shall have become such pursuant to this Indenture, and thereafter shall mean a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.


 


“Director”
means any member of the Board of Directors.


 


“DTC”
means The Depository Trust Company.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests, beneficial interests or other ownership
interests, whether voting or nonvoting, in, or interests in the income or profits of, a Person, and any warrants, options or other
rights entitling the holder thereof to purchase or acquire any of the foregoing; provided that, prior to the conversion
thereof, debt securities convertible into Equity Interests shall not constitute Equity Interests.


 


“Euroclear”
means Euroclear Bank SA/NV, as operator of the Euroclear System.


 






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“Event
of Default” has the meaning specified in Section 501.


 


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


 


“Expiration
Date” has the meaning specified in Section 104.


 


“FATCA”
has the meaning specified in Section 801.


 


“Finance
Lease” means a “finance lease” in accordance with U.S. GAAP under FASB Accounting Standards Codification 840,
Leases.


 


“Fitch”
means Fitch, Inc., a subsidiary of Fimalac, S.A., and its successors.


 


“Global
Security” means a Security held by or on behalf of a Depositary and in which beneficial interests are evidenced on the records
of such Depositary or its Agent Members.


 


“Group”
means the Parent Guarantor and its Subsidiaries taken as a whole.


 


“Guarantee”
means the guarantee by each Guarantor of any Security authenticated and delivered pursuant to this Indenture; provided,
however, that the Guarantor providing such Guarantee has not been released as a Guarantor of such Security pursuant to Section 1302
hereof.


 


“Guarantors”
means each Original Guarantor and each New Guarantor, and a reference to “Guarantor” is a reference to them jointly
and each of them severally, in each case until a successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter each such successor Person shall be a “Guarantor”. Upon the release of a Guarantor
(other than the Parent Guarantor) from its Guarantees of any and all Securities Outstanding under this Indenture, all references
to and construction of the terms “Guarantors” or a “Guarantor” in this Indenture shall be deemed to refer
only to the Guarantors or Guarantor of Securities that remain as parties to this Indenture.


 


“Hedge
Agreement” means any agreement with respect to any swap, forward, future or derivative transaction, or any option or similar
agreement, involving, or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt securities
or instruments, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or any
similar transaction or combination of the foregoing transactions; provided that any options, rights or shares issued pursuant
to any employee share or bonus plan, including any phantom rights or phantom shares, or any similar plans providing for payments
only on account of services provided by current or former directors, officers, employees or consultants of the Parent Guarantor
or its Subsidiaries shall not be a Hedge Agreement.


 


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


 






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“Indebtedness”
means, with respect to any Person, all obligations of such Person, present or future, actual or contingent, in respect of moneys
borrowed or raised or otherwise arising in respect of any financial accommodation whatsoever, including (a) amounts raised
by acceptance or endorsement under any acceptance credit or endorsement credit opened on behalf of such Person, (b) any Indebtedness
(whether actual or contingent, present or future) of another Person that is guaranteed, directly or indirectly, by such Person
or that is secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed by such Person, (c) the net amount actually or contingently (assuming the arrangement was closed out on the
relevant day) payable by such Person under or in connection with any Hedge Agreement, (d) liabilities (whether actual or
contingent, present or future) in respect of redeemable preferred Equity Interests in such Person or any obligation of such Person
incurred to buy back any Equity Interests in such Person, (e) liabilities (whether actual or contingent, present or future)
under Finance Leases for which such Person is liable, (f) any liability (whether actual or contingent, present or future)
in respect of any letter of credit opened or established on behalf of such Person, (g) all obligations of such Person in
respect of the deferred purchase price of any asset or service and any related obligation deferred (i) for more than 90 days
or (ii) if longer, in respect of trade creditors, for more than the normal period of payment for sale and purchase within
the relevant market (but not including any deferred amounts arising as a result of such a purchase being contested in good faith),
(h) amounts for which such Person may be liable (whether actually or contingently, presently or in the future) in respect
of factored debts or the advance sale of assets for which there is recourse to such Person, (i) all obligations of such Person
evidenced by debentures, notes, debenture stock, bonds or other financial instruments, whether issued for cash or a consideration
other than cash and in respect of which such Person is liable as drawer, acceptor, endorser, issuer or otherwise, (j) obligations
of such Person in respect of notes, bills of exchange or commercial paper or other financial instruments and (k) any indebtedness
(whether actual or contingent, present or future) for moneys owing under any instrument entered into by such Person primarily
as a method of raising finance and that is not otherwise referred to in this definition. The Indebtedness of any Person shall
include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such other
Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof. The term “Indenture” shall also include
the terms of a particular series of Securities established as contemplated by Section 301.


 


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


 


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


 


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


 


“Investment
Grade” means (a) a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category
of Moody’s); (b) a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P);
(c) a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch) or (d) in the
event of the Securities being rated by a permitted Substitute Rating Agency, the equivalent of either (a), (b) or (c) by
such Substitute Rating Agency.


 






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“Issue
Date” means June 23, 2020, the date on which Securities were first issued under this Indenture.


 


“Issuer”
means the Person named as the “Issuer” 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 each such successor Person shall be the “Issuer”.


 


“Issuer
Request” or “Issuer Order” means a written request or order signed in the name of the Issuer by any of its Directors
and/or Authorized Officers, and delivered to the Trustee.


 


“Jersey
Companies Law” means the Companies (Jersey) Law 1991.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed or other instrument of trust, lien, pledge, hypothecation, charge,
security interest or other encumbrance on, in or of such asset, including any arrangement entered into for the purpose of making
particular assets available to satisfy any Indebtedness or other obligation and (b) the interest of a vendor or a lessor
under any conditional sale agreement, Finance Lease or capital lease or title retention agreement (other than any title retention
agreement entered into with a vendor on normal commercial terms in the ordinary course of business) relating to such asset.


 


“Limited
Recourse Indebtedness” means Indebtedness incurred by the Parent Guarantor or any Subsidiary to finance the creation or
development of a Project or proposed Project of the Parent Guarantor or such Subsidiary, provided that, as specified in
the terms of such Limited Recourse Indebtedness:


 


(a)           the
Person (the “Relevant Person”) in whose favor such Indebtedness is incurred does not have any right to enforce its
rights or remedies (including for any breach of any representation or warranty or obligation) against the Parent Guarantor or
such Subsidiary, as applicable, or against the Project Assets of the Parent Guarantor or such Subsidiary, as applicable, in each
case, except for the purpose of enforcing a Lien that attaches only to the Project Assets and secures an amount equal to the lesser
of the value of the Project Assets of the Parent Guarantor or such Subsidiary, as applicable encumbered by such Lien and the amount
of Indebtedness secured by such Lien; and


 


(b)           the
Relevant Person is not permitted or entitled (i) except as and to the extent permitted by clause (a) above, to enforce
any right or remedy against, or demand payment or repayment of any amount from, the Parent Guarantor or any Subsidiary (including
for breach of any representation or warranty or obligation), (ii) except as and to the extent permitted by clause (a) above,
to commence or enforce any proceedings against the Parent Guarantor or any Subsidiary or (iii) to apply to wind up, or prove
in the winding up of, the Parent Guarantor or any Subsidiary, such that the Relevant Person’s only right of recourse in
respect of such Indebtedness or such Lien is to the Project Assets encumbered by such Lien.


 






    	 	8	 



     


    

 


“Maturity”,
when used with respect to any Security, means the date on which the principal of such Security or an installment of principal
becomes due and payable as provided therein, or as contemplated by Section 301, whether at the Stated Maturity or by declaration
of acceleration, call for redemption or otherwise.


 


“Moody’s”
means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.


 


“New
Guarantor” means each Person who becomes a Guarantor in relation to the Securities by executing a New Guarantor Supplemental
Indenture, in each case unless and until such Guarantor has been released from its Guarantee pursuant to Section 1302.


 


“New
Guarantor Supplemental Indenture” means an indenture supplemental hereto substantially in the form of Annex A hereto.


 


“Noteholder
FATCA Information” means, with respect to any Holder or holder of an interest in a Security, information sufficient to eliminate
the imposition of, or determine the amount of, U.S. withholding tax under FATCA.


 


“Noteholder
Tax Identification Information” means properly completed and signed tax certifications (generally, in the case of U.S. Federal
Income Tax, IRS Form W-9 (or applicable successor form) in the case of a person that is a "United States Person"
within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 (or applicable successor form)
in the case of a person that is not a "United States Person" within the meaning of Section 7701(a)(30) of the Code).


 


“Notice
of Default” means a written notice of the kind specified in Section 501(3).


 


“Officer’s
Certificate” means a certificate signed by any Director or Authorized Officer or Secretary of the Issuer or a Guarantor,
as the case may be, and delivered to the Trustee, provided that any such certificate required to be delivered by the Issuer
or a Guarantor may be delivered in the form of a certificate signed by any Director or Authorized Officer or Secretary of the
Parent Guarantor.


 


“Officer’s
Certificate of Release” means a certificate signed by any Director or Authorized Officer or Secretary of the Issuer and
delivered to the Trustee certifying as to the facts required by Section 1302 hereof.


 


“Opinion
of Counsel” means a written opinion of counsel in form and substance reasonably acceptable to the Trustee, which counsel
may be counsel for the Issuer, or other counsel.


 


“Original
Guarantor” means the Persons identified as such 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 each such successor Person shall be an
 “Original Guarantor”.


 






    	 	9	 



     


    

 


“Original
Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.


 


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


 


(1)           Securities
theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;


 


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


 


(3)           Securities
as to which Defeasance has been effected pursuant to Section 1202; and


 


(4)           Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are
valid obligations of the Issuer;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the
principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if the principal amount of a Security payable at Maturity is to be determined by reference to an index or indices, the
principal amount of such Security that shall be deemed to be Outstanding shall be the face amount thereof, (C) if as of such
date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security
which shall be deemed to be Outstanding shall be the amount as established as contemplated by Section 301, and (D) Securities
owned by the Issuer or a Guarantor or any other obligor upon the Securities or any Affiliate of the Issuer or a Guarantor or of
such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee has received written notice of, and thereby actually knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the
pledgee is not the Issuer or a Guarantor or any other obligor upon the Securities or any Affiliate of the Issuer or a Guarantor
or of such other obligor.


 






    	 	10	 



     


    

 


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


 


“Person”
means any individual, corporation, partnership, association, limited liability company, trust, unincorporated organization or
government or any agency or political subdivision thereof.


 


“Place
of Payment”, when used with respect to the Securities of any series, means the Borough of Manhattan, The City of New York,
New York and such other place or places where, subject to the provisions of Section 1002, the principal of and interest on
the Securities of such series are payable as specified in this Indenture and the Securities (as contemplated by Section 301).


 


“Principal
Subsidiary” means, as of any date, any Subsidiary (including any successor Person of such Subsidiary) that (a) accounts
for greater than 5% of the consolidated total assets of the Parent Guarantor and its Subsidiaries as of such date, determined
in accordance with U.S. GAAP, or (b) accounted for greater than 5% of the consolidated revenues of the Parent Guarantor and
its Subsidiaries for the immediately preceding financial year of the Parent Guarantor, determined in accordance with U.S. GAAP.


 


“Project”
means any project or development undertaken or proposed to be undertaken by the Parent Guarantor or any Subsidiary involving (a) the
acquisition of assets or property, (b) the development of assets or property for exploitation or (c) the acquisition
and development of assets or property for exploitation.


 


“Project
Assets” means (a) any asset or property of the Parent Guarantor or any Subsidiary relating to the creation or development
of a Project or proposed Project of the Parent Guarantor or such Subsidiary, including any assets or property of the Parent Guarantor
or such Subsidiary, as applicable, derived from, produced by or related to such Project and (b) any fully paid shares or
other Equity Interests in any Subsidiary that are held by the direct parent company of such Subsidiary, provided that (i) such
Subsidiary carries on no business other than the business of such Project or proposed Project and (ii) there is no recourse
to such direct parent company of such Subsidiary other than to those fully paid shares or other Equity Interests and the rights
and proceeds in respect of such shares or Equity Interests.


 


“Property”
means any asset, revenue or other property, whether tangible or intangible, real or personal, including, without limitation, any
right to receive income.


 


“Rating
Agency” means each of Moody’s, S&P, Fitch or any Substitute Rating Agency, but only to the extent that such Rating
Agency is then-engaged by the Parent Guarantor or the Issuer to provide a rating for the Securities.


 






    	 	11	 



     


    

 


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


 


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


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on any Security of any series means the date specified
for that purpose as contemplated by Section 301.


 


“Relevant
Guarantor” means any Subsidiary (other than the Issuer and any Subsidiary that is already a Guarantor) that at any time
has outstanding a guarantee with respect to any Specified Indebtedness, or is otherwise an obligor, co-obligor or jointly liable
with the Issuer or any Guarantor with respect to any Specified Indebtedness.


 


“Relevant
Jurisdiction” has the meaning specified in Section 1007.


 


“Responsible
Officer”, (1) when used with respect to the Trustee, means any officer in the Corporate Trust Office, or successor
thereto, including any managing director, director, vice president, assistant vice president, associate or any other officer of
the Trustee responsible for the administration of this Indenture, and also means with respect to a particular corporate trust
matter any other officer to whom such corporate trust matter is referred because of his or her knowledge of and familiarity with
the particular subject, and (2) with respect to any other Person, means an executive officer of the Person, including the
chief executive officer, the chief financial officer, or an executive director responsible for the operations of the Person.


 


“S&P”
means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.


 


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


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 305.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


 


“Specified
Indebtedness” means Indebtedness of the Issuer or any Guarantor in an outstanding principal amount of at least US$150,000,000
(or its equivalent in the relevant currency of payment) issued under any credit facility, indenture, purchase agreement, credit
agreement or similar facility.


 


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


 






    	 	12	 



     


    

 


“Subsidiary”
means, with respect any Person, (a) any corporation, association or other business entity in which such Person or one or
more of its Subsidiaries or such Person and one or more of its Subsidiaries owns or controls sufficient equity or voting interests
to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and (b) any partnership or joint venture if more than a 50% interest in the
profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries
(unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such
Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary”
is a reference to a Subsidiary of the Parent Guarantor.


 


“Subsidiary
Guarantor” means each Initial Subsidiary Guarantor and any Subsidiary of the Parent Guarantor that becomes a New Guarantor
in the future in accordance with Section 1010, in each case unless and until such Subsidiary Guarantor has been released
from its Guarantee pursuant to Section 1302.


 


“Substitute
Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of the Exchange
Act engaged by the Parent Guarantor to provide a rating of the Securities in the event that any of S&P, Moody’s or Fitch,
or any other Substitute Rating Agency, has ceased to provide a rating of the Securities for any reason other than as a result
of any action or inaction by the Parent Guarantor, and as a result thereof there are no longer two Rating Agencies providing ratings
of the Securities.


 


“Successor
Additional Amounts” has the meaning specified in Section 801(4)(b).


 


“Total
Tangible Assets” means, as of any date, (a) the aggregate amount of the assets (other than intangible assets, goodwill
and deferred tax assets) of the Group, as disclosed on the consolidated statement of financial position in the most recent Accounts
of the Group, minus (b) the lesser of (i) the aggregate value of all Project Assets subject to any Lien securing
any Limited Recourse Indebtedness and (ii) the aggregate principal amount of Limited Recourse Indebtedness, in each case,
as reflected in (or derived from) the most recent Accounts of the Group, plus (c) the net cash proceeds received by
the Parent Guarantor from any share capital issuance by the Parent Guarantor consummated after the date of the most recent balance
sheet included in such Accounts and on or prior to such date.


 


“Trust
Indenture Act” means the United States Trust Indenture Act of 1939 and any statute successor thereto, in each case as amended
from time to time.


 


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


 






    	 	13	 



     


    

 


“U.S.
GAAP” means the generally accepted accounting principles in the United States.


 


“U.S.
Government Obligation” has the meaning specified in Section 1204.


 


“Voting
Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote
generally in the election of the board of directors of such Person.


 


Section 102.         Compliance
Certificates and Opinions.


 


Upon
any application or request by the Issuer or a Guarantor to the Trustee to take any action under any provision of this Indenture,
the Issuer or such Guarantor shall furnish to the Trustee such certificates and opinions as may be required hereunder. Each such
certificate or opinion shall be given, respectively, in the form of an Officer’s Certificate, if to be given by an officer
of the Issuer or such Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements set
forth in this Indenture. Any Officer’s Certificate required to be given by an officer of the Issuer or any Guarantor may
be given in the form of an Officer’s Certificate of the Parent Guarantor.


 


Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,


 


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


 


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


 


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


 


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


 


Section 103.         Form of
Documents Delivered to Trustee.


 


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


 






    	 	14	 



     


    

 


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


 


Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Absent fraud or intentional
misconduct, under no circumstances shall the delivery of any Officer’s Certificate or Opinion of Counsel result in any personal
liability to the person(s) or firm signing and delivering such Officer’s Certificate or Opinion of Counsel.


 


Section 104.         Acts
of Holders; Record Dates.


 


Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to
be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Issuer and the Guarantors. Such instrument or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject
to Sections 601 and 603) conclusive in favor of the Trustee and, if applicable, the Issuer and the Guarantors, if made in the
manner provided in this Section.


 


Without
limiting the generality of this Section 104, a Holder, including a Depositary that is a Holder of a Global Security, may
make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver, or other Act provided in or pursuant to this Indenture or the Securities to be made, given or taken by Holders, and a
Depositary that is a holder of a Global Security may provide its proxy or proxies to the beneficial owners of interests in any
such Global Security through such Depositary’s standing instructions and customary practices.


 


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


 






    	 	15	 



     


    

 


The
ownership of Securities shall be proved by the Security Register.


 


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


 


The
Issuer may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Issuer may not
set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall
be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount
of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Issuer
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), provided,
however, nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities on the date such action is taken based on such record date previously set. Promptly after any
record date is set pursuant to this paragraph, the Issuer, at its own expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities in
the manner set forth in Section 106.


 


The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to
in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed
to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant
to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled
and of no effect), provided, however, nothing in this paragraph shall be construed to render ineffective any action taken
by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken
based on such record date previously set. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the
Issuer’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Issuer in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.


 






    	 	16	 



     


    

 


With
respect to any record date set pursuant to this Section, the party hereto that sets such record date may designate any day as
the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other parties hereto
in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to
the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section,
the party hereto that sets such record date shall be deemed to have initially designated the 180th day after such record date
as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.


 


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


 


Section 105.         Notices,
Etc., to the Trustee, the Issuer and the Guarantors.


 


Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture shall be made in writing, in English and, if to be made upon, given or furnished to, or filed with,


 


(1)           the
Trustee by any Holder or by the Issuer or a Guarantor, shall be sufficient for every purpose hereunder if mailed first class,
postage prepaid to, or otherwise made, given, faxed, furnished or filed in writing to or with the Trustee at its address at its
Corporate Trust Office; or


 


(2)           the
Issuer or a Guarantor by the Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid or faxed, to the Issuer or such Guarantor, as applicable,
addressed to the Issuer at the address of its principal offices specified in this Section 105 or at any other address otherwise
furnished in writing to the Trustee or to any Guarantor at the address of the Issuer’s principal offices specified in this
Section 105 or at any other address otherwise furnished in writing to the Trustee.


 


All
notices delivered to the Trustee shall be deemed effective upon the earlier of (a) actual receipt thereof by the Trustee,
which may include electronic mail with portable document format attached or (b) the receipt of a registered mail receipt
by the sender thereof in respect of a notice properly addressed under this Section 105.


 






    	 	17	 



     


    

 


The
principal offices of the Issuer are Amcor Corporate Thurgauerstrasse 34, CH-8050, Zurich, Switzerland; fax: +41 44 316 17 18 Attention:
Graeme Vavasseur, Group Treasurer, with a copy to Amcor plc, 83 Tower Road North, Warmley Bristol, BS30 8XP, United Kingdom, Attention:
Damien Clayton, Group Company Secretary.


 


Section 106.         Notice
to Holders; Waiver.


 


Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, faxed, made available or emailed to each Holder affected by such
event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, faxed
or emailed 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. Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall
be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver.


 


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


 


Section 107.         Effect
of Headings and Table of Contents.


 


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


 


Section 108.         Successors
and Assigns.


 


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


 


Section 109.         Separability
Clause.


 


In
case any provision in this Indenture or in the Securities, or any Guarantee 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.


 






    	 	18	 



     


    

 


Section 110.         Benefits
of Indenture.


 


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


 


Section 111.         Governing
Law.


 


This
Indenture, the Securities and the Guarantees shall be governed by and construed in accordance with the laws of the State of New
York, excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction
other than such State; provided, however, that all matters governing the authorization and execution of this Indenture
and the Securities by the Issuer shall be governed by and construed in accordance with the laws of England and Wales and the authorization
and execution of this Indenture by the Guarantors and any notation of the Guarantees by such Guarantors pursuant to Article Thirteen
or any Guarantees endorsed by such Guarantors on the Securities, if any, shall be governed by and construed in accordance with
the laws of the respective places of incorporation of each such Guarantor.


 


Section 112.         Submission
to Jurisdiction; Appointment of Agent for Service of Process.


 


Each
of the Issuer and each Guarantor hereby appoints CT Corporation acting through its office at 28 Liberty Street, New York, New
York, 10005, USA as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action
or proceeding against it with respect to its obligations under this Indenture, the Securities of any series or any Guarantee,
as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee
or the Holder of any Security. Each of the Issuer and each Guarantor agrees that service of process upon such Authorized Agent,
together with written notice of said service mailed or delivered to the Issuer or such Guarantor, as the case may be, by the Person
serving the same address as provided in Section 105, shall be deemed in every respect effective service of process upon the
Issuer or such Guarantor, as the case may be, in any such legal action or proceeding, and each of the Issuer and each Guarantor
hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding
and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall
be irrevocable until this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve
hereof; provided, however, that upon release of any Guarantor pursuant to Section 1302, such Guarantor’s appointment
of the Authorized Agent under this Section 112 shall be automatically and unconditionally irrevocably terminated. Notwithstanding
the foregoing, each of the Issuer and each Guarantor reserves the right to appoint another Person located or with an office in
the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance
of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The Issuer or such Guarantor,
as the case may be, shall give notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent.
If for any reason CT Corporation ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan,
The City of New York, each of the Issuer and each Guarantor shall appoint a successor Authorized Agent in accordance with the
preceding sentence. Each of the Issuer and each Guarantor further agrees to take any and all action, including the filing of any
and all documents and instruments as may be necessary to continue such designation and appointment of such agent in full force
and effect until this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve
hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed
within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written
notice of such service mailed or delivered to the Issuer or the Parent Guarantor shall be deemed, in every respect, effective
service of process on the Issuer and the Guarantors, respectively.


 






    	 	19	 



     


    

 


Section 113.         Waiver
of Jury Trial.


 


EACH
OF THE ISSUER AND EACH GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 114.         Force
Majeure.


 


In
no event shall the Trustee or any Paying Agent be responsible or liable for any failure or delay in the performance of its obligations
under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without
limitation strikes, pandemics, epidemics, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of god, and interruptions, loss or malfunctions of utilities, communications or computer
(software or hardware) services.


 


Section 115.         Legal
Holidays.


 


In
any case where any Interest Payment Date, Redemption Date, Stated Maturity or Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision
of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at
the Stated Maturity or Maturity, provided that no interest with respect to such payment shall accrue for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity or Maturity, as the case may be.


 






    	 	20	 



     


    

 


Section 116.         Counterparts.


 


This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all
such counterparts shall together constitute one and the same instrument. Facsimile, documents executed, scanned and transmitted
electronically and electronic signatures, including those created or transmitted through a software platform or application, shall
be deemed original signatures for purposes of this Indenture and all other related documents and all matters and agreements related
thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties
agree that this Indenture or any other related document or any instrument, agreement or document necessary for the consummation
of the transactions contemplated by this Indenture or the other related documents or related hereto or thereto (including, without
limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire
transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through
the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time
applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or
agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as
if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service
providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent
by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or
indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation
(a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended
to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written
instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation
that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The
party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume
all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized
instructions and the risk of interception and misuse by third parties.


 


Section 117.         FATCA.


 


Each
Holder or holder of an interest in a Security, by acceptance of such Security or such interest therein, agrees to provide to the
Trustee, any Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and, to the extent any
withholding tax under FATCA is applicable, the Noteholder FATCA Information. In addition, each Holder or holder of an interest
in a Security, by acceptance of such Security or such interest therein, agrees that the Trustee has the right to withhold any
amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Holder or holder of
an interest in a Security that fails to comply with the requirements of the preceding sentence.


 


Section 118.         USA
Patriot Act.


 


In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326
of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is required to obtain, verify,
record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee.
Accordingly, each of the parties agree to provide to the Trustee, upon their request from time to time such identifying information
and documentation as may be available for such party in order to enable the Trustee to comply with the Applicable Law.


 






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Section 119.         Incorporation
by Reference of Trust Indenture Act.


 


This
Indenture is subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a
part of this Indenture. The following Trust Indenture Act terms have the following meanings:


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Holder.


 


“indenture
to be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Trustee.


 


“obligor”
on the indenture securities means the Issuer, each Guarantor and any other obligor on the indenture securities.


 


All
other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture
Act by reference to another statute or defined by Commission rules have the meanings assigned to them by such definitions.


 


Section 120.         Trust
Indenture Act Controls.


 


If
any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust
Indenture Act, the imposed duties will control.


 


ARTICLE Two


 


Security
Forms


 


Section 201.         Forms
Generally.


 


The
Securities of each series shall be in substantially the form set forth in this Article or in such other form or forms as
shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined
by the officers of the Issuer executing such Securities, all as evidenced by their execution thereof. If the form of Securities
is established by action taken pursuant to a Board Resolution, copies of appropriate records of such actions shall be certified
by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer
Order contemplated by Section 303 for the authentication and delivery of such Securities.


 






    	 	22	 



     


    

 


The
definitive Securities shall be produced in any manner as determined by the Director or Authorized Officer executing such Securities,
as evidenced by their execution of such Securities.


 


Except
as provided pursuant to Section 301, the Trustee’s certificate of authentication shall be in substantially the form
set forth in Section 204.


 


The
aggregate principal amount of any Global Security may from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depositary for such Global Security, as provided in Section 305.


 


Section 202.         Form of
Face of Security.


 


[INCLUDE
IF SECURITY IS A GLOBAL SECURITY — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS GLOBAL SECURITY MAY NOT BE EXCHANGED, IN
WHOLE OR IN PART, FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN
THE NAME OF ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN THE INDENTURE.]


 


[INCLUDE
IF SECURITY IS A GLOBAL SECURITY AND THE DEPOSITARY IS THE DEPOSITORY TRUST COMPANY — UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY
TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 






    	 	23	 



     


    

 



 


AMCOR UK FINANCE PLC


 


[TITLE OF SECURITY]


 


	CUSIP ..........	 	     No. ..........
	 	 	 
	ISIN ..........	 	     US$ .........



 


AMCOR UK FINANCE
PLC, a public company incorporated in England and Wales with limited liability (the “Issuer,” which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to     ....................,
or its registered assigns, on .................... (the “Stated Maturity”) the Initial
Principal Amount specified on Schedule A hereto (such Initial Principal Amount, as it may from time to time be adjusted by endorsement
on Schedule A hereto, is hereinafter referred to as the “Principal Amount”), or such other principal amount (which,
when taken together with the principal amounts of all other Outstanding Securities, shall initially equal US$....................
in the aggregate) as may be set forth in the records of the Trustee hereinafter referred to in accordance with the Indenture and
to pay interest thereon from ........... or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on .......... and ......... in each year, commencing .........,
at the rate of .........% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months),
until the Principal Amount hereof is paid or made available for payment [if applicable, insert — , provided
that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of
 .........% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates
such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. 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
Regular Record Date for such interest, which shall be the day that is 15 calendar days prior to each such Interest Payment Date
(whether or not a Business Day). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than ten (10) days prior to
such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.


 


[If the Security is not to bear interest
prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of .........% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest
on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not
paid on demand shall bear interest at the rate of .........% per annum (to the extent that the payment of such interest
on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available
for payment. Interest on any overdue interest shall be payable on demand.]]


 






    24


     


    

 


Payment of the principal of (and premium,
if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the
Issuer or Paying Agent maintained for that purpose in the Borough of Manhattan, The City of New York, New York, in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts[if
applicable, insert — ; provided, however, that at the option of the Issuer payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register] [if applicable,
insert — ; and provided, further, that notwithstanding the foregoing, payments of any interest on the Securities
(other than at Maturity) may be made, in the case of a Holder of at least US$10,000,000 Principal Amount of Securities, by electronic
funds transfer of immediately available funds to a United States dollar account maintained by the payee with a bank, provided
that such registered Holder shall have provided the Trustee written wire instructions at least fifteen (15) calendar days prior
to the applicable Interest Payment Date. Unless such designation is revoked by written notice to the Issuer or a Paying Agent,
any such designation made by such Holder with respect to such Securities will remain in effect with respect to any future payments
with respect to such Securities payable to such Holder. The Issuer will pay any administrative costs imposed by banks in connection
with making payments by electronic funds transfer.]


 


In certain circumstances, Additional Amounts
will be payable in respect of this Security in accordance with terms of the Indenture. Whenever in this Security there is mentioned,
in any context, any payments on this Security such mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are, were or would be payable and express mention of the payment of Additional
Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express
mention is not made.


 


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.


 


This Security shall be entitled to the benefits
under the Indenture and be valid or obligatory for any purpose, unless the Securities have not been signed by the Issuer or the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature.


 


IN WITNESS WHEREOF, the Issuer has caused
this instrument to be duly executed.


 






    25


     


    

 


Dated:


 


	
        The foregoing agreement is hereby

 confirmed and accepted as
        of the

 date first above written:

         

        AMCOR UK FINANCE PLC

         

         

         

         

        Signature of witness

         

         

         

        Name of witness
	
        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )
	 


 


Each attorney executing this instrument states that he or she
has no notice of revocation or suspension of his or her power of attorney.


 


CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:


 







	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	     as Trustee
	 	 
	 		By	 
	 		Authorized Signatory


 



 


Section 203.          Form of
Reverse of Security.


 


This Security is one of a duly authorized
issue of securities of the Issuer (the “Securities”), issued and to be issued in one or more series under an Indenture,
dated as of [●], 2020 (the “Indenture”), among the Issuer, the Guarantors party thereto and Deutsche Bank Trust
Company Americas, as Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Guarantors, 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 [if applicable, insert —, limited in aggregate principal amount to US$..........] [if applicable,
insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the
Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities
(except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the
aggregate principal amount of, and shall be consolidated and form a single series with, the Securities].


 






    26


     


    

 


This Security is an unsecured obligation of
the Issuer and ranks in right of payment on parity with all other unsecured and unsubordinated indebtedness of the Issuer (and
without any preference among themselves) and the Guarantees are unsecured obligations of the Guarantors and will rank on a parity
with all other unsecured and unsubordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily
preferred by law.


 


[if applicable, insert — The
Securities of this series are subject to redemption at the option of the Issuer on any date [if applicable, insert —prior
to ..........] (any such date, a “Make-Whole Redemption Date”), in whole or from time to time in part,
at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities being redeemed and (2) the
Make-Whole Amount for the Securities being redeemed, plus, in either case, accrued and unpaid interest to such Make-Whole Redemption
Date, all as provided in the Indenture. Notwithstanding the foregoing, installments of interest on Securities that are due and
payable on Interest Payment Dates falling on or prior to a Make-Whole Redemption Date will be payable on the Interest Payment Date
in accordance with their terms and in accordance with the provisions of the Indenture.


 


For the purposes of this Security:


 


“Adjusted Treasury Rate” means,
with respect to any Make-Whole Redemption Date, (a) the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor
publication, which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining
term of the Securities being redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month) or (b) if such release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Make-Whole Redemption Date, in each case calculated on the third Business
Day preceding the Make-Whole Redemption Date.


 


“Applicable Margin” means ..........%.


 


“Comparable Treasury Issue” means
the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term from
the Make-Whole Redemption Date to the maturity date of the Securities to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of the Securities.


 






    27


     


    

 


“Comparable Treasury Price” means,
with respect to any Make-Whole Redemption Date, if clause (b) of the Adjusted Treasury Rate is applicable, (i) the average
of five Reference Treasury Dealer Quotations for such Make-Whole Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than five such Reference Treasury Dealer Quotations,
the average of all such quotations, provided that in no event may the Quotation Agent use fewer than three such quotations.


 


“Make-Whole Amount” means the
sum, as determined by a Quotation Agent, of (a) the present value of the principal amount of the Securities to be redeemed
and (b) the present value of the Remaining Scheduled Payments of interest thereon (not including any portions of such payments
of interest accrued to the Make-Whole Redemption Date), from the Make-Whole Redemption Date to the Stated Maturity of the Securities
being redeemed, in each case discounted to the Make-Whole Redemption Date on a semi-annual basis, assuming a 360-day year consisting
of twelve 30-day months, at the Adjusted Treasury Rate plus the Applicable Margin.


 


“Quotation Agent” means the Reference
Treasury Dealer selected by the Issuer, and notified in writing to the Trustee, to act as “Quotation Agent” for purposes
of this Indenture.


 


“Reference Treasury Dealer” means
any of [............................... or ...............................]
and their respective successors and assigns and [......] other nationally recognized investment banking firm[s] selected
by the Issuer that are primary U.S. Government securities dealers in New York City (a “Primary Treasury Dealer”); provided,
however, that if any of [............................... or ...............................]
shall cease to be a Primary Treasury Dealer, the Issuer shall substitute therefor another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Make-Whole Redemption Date, the average, as determined by the Quotation
Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business
Day preceding such Make-Whole Redemption Date.


 


“Remaining Scheduled Payments”
means, with respect to each Security to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon
at the then-applicable interest rate that would be due after the related Make-Whole Redemption Date but for such redemption, provided,
however, that, if that Make-Whole Redemption Date is not an Interest Payment Date with respect to such Security, the amount of
the next succeeding scheduled interest payment thereon shall be reduced by the amount of interest accrued thereon to that Make-Whole
Redemption Date.]


 






    28


     


    

 


[if applicable, insert — On or
after ........., the Securities are subject to redemption at the option of the Issuer on any date (a “Par
Call Redemption Date”), in whole or from time to time in part, at a redemption price equal to 100% of the principal amount
of the Securities being redeemed, plus accrued and unpaid interest to such redemption date, all as provided in the Indenture. Notwithstanding
the foregoing, installments of interest on Securities that are due and payable on Interest Payment Dates falling on or prior to
a Par Call Redemption Date will be payable on the Interest Payment Date in accordance with their terms and in accordance with the
provisions of the Indenture.]


 


[insert any other redemption provisions
applicable to the Securities]


 


In addition to its ability to redeem this
Security pursuant to the foregoing, this Security may be redeemed by the Issuer on the terms set forth, and as more fully described,
in Section 1108 of the Indenture, in certain circumstances where the Issuer would be required to pay Additional Amounts due
to certain changes in the tax treatment of this Security or the Guarantees.


 


In the event of redemption of this Security
in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.


 


Upon the occurrence of any Change of Control
Triggering Event and upon the terms and conditions set forth in Section 1009 of the Indenture, each Holder has the right to
require the Issuer to purchase all or a portion of the Securities of such Holder properly tendered at a purchase price equal to
101% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of purchase (subject to the right of
holders of record on the relevant record date to receive interest due on the relevant interest payment date).


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of the series of which this Security is a part or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.


 


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


 


In any case where the due date for the payment
of the Principal Amount of, or any premium or interest with respect to any Security or the date fixed for redemption of any Security
shall not be a Business Day at a Place of Payment, then payment of the Principal Amount, premium, if any, or interest, including
any Additional Amounts payable in respect thereto need not be made on such date at such Place of Payment but may be made on the
next succeeding Business Day at such Place of Payment, with the same force and effect as if made on the date for such payment or
the date fixed for redemption, and no interest shall accrue for the period after such date.


 






    29


     


    

 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantors
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the
Guarantors, and the Trustee with the consent of the Holders of a majority in Principal Amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in 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 Issuer, the Guarantors, or any of them, 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 therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


The Guarantors that are a party to the Indenture
as at, or subsequent to, the date of authentication of this Security (including any New Guarantors in accordance with Section 1010
of the Indenture and subject to release of any Subsidiary Guarantor(s) in accordance with Section 1302 of the Indenture),
have fully, unconditionally and irrevocably guaranteed, on a joint and several basis, pursuant to the terms of the Guarantees contained
in Article Thirteen of the Indenture, the due and punctual payment of the principal of and any premium and interest on this
Security, any Additional Amounts payable in respect thereof and any other amounts payable by the Issuer under the Indenture, when
and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption
or otherwise, in accordance with the terms of this Security and the Indenture. The obligations of the Guarantors to the Holder
of this Security and to the Trustee pursuant to the Guarantees and the Indenture are expressly set forth in Article Thirteen
of the Indenture and reference is made to such Article and Indenture for the precise terms of the Guarantees.


 


Within 30 days of any Subsidiary of the Parent
Guarantor becoming a Relevant Guarantor, the Parent Guarantor shall cause such Relevant Guarantor to also become a Guarantor (each,
a “New Guarantor”) of all amounts due and owing on the Outstanding Securities by having such New Guarantor, the Issuer
and the Trustee deliver a New Guarantor Supplemental Indenture within such 30 day period, provided that such New Guarantor’s
Guarantee may contain any limitation required under the laws of the jurisdiction in which it is incorporated or organized, or which
are substantially similar to the limitations contained in such other new guarantees given by the New Guarantor in relation to the
Specified Indebtedness giving rise to its status as a Relevant Guarantor.


 


Upon execution and delivery by the New Guarantor
of its New Guarantor Supplemental Indenture and any other documents provided for in Section 1010, the New Guarantor shall
be a Guarantor for the purposes of this Indenture and for purposes of all amounts due and owing on the Outstanding Securities.
In connection therewith, (i) the rights and obligations of such New Guarantor and the restrictions imposed upon it under this
Indenture shall be the same in all respects as if the New Guarantor had been an Original Guarantor and (ii) the rights and
obligations and restrictions imposed upon the other Guarantors shall be the same in all respects as if the New Guarantor had been
an Original Guarantor.


 






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In accordance with Section 1302 of the
Indenture, any or all of the Subsidiary Guarantors may be released at any time from their respective Guarantees and other obligations
under the Indenture and the Securities without the consent of any Holder. Such release will occur upon or concurrently with the
Subsidiary Guarantor no longer being a Relevant Guarantor and upon the delivery of an Officer’s Certificate of Release to
the Trustee certifying that the Subsidiary Guarantor is no longer a Relevant Guarantor, provided that, at the time of such
release, no default or Event of Default has occurred and is continuing.


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding, judicial or otherwise, with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series at the time Outstanding
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in aggregate principal
amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and the Trustee shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal amount hereof
or any premium or interest hereon on or after the respective due dates expressed herein.


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer or the Guarantors, which is absolute
and unconditional, to pay the principal amount of and any premium and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of
this Security for registration of transfer at the office or agency of the Issuer in any place where the principal amount of and
any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Security 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.


 


The Securities of this series are issuable
only in fully registered form, without coupons, and in minimum denominations of US$2,000 and any integral multiple of US$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 this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


 






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


 


Prior to due presentment of this Security
for registration of transfer, the Issuer, the Trustee and any agent of the Issuer, the Guarantors 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 is overdue,
and none of the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security and the Guarantees shall be
governed by and construed in accordance with the law of the State of New York, but without regard to the principles of conflicts
of laws thereof that would require the application of the laws of a jurisdiction other than the State of New York; provided,
however, that all matters governing the authorization and execution of the Securities by the Issuer shall be governed by and construed
in accordance with the laws of England and Wales and the authorization and execution of any notation of the Guarantees by the Guarantors
pursuant to Article Thirteen of the Indenture or any Guarantees endorsed by such Guarantors on this Security, if any, shall
be governed by and construed in accordance with the laws of the respective places of incorporation of each such Guarantor.


 


All terms used in this Security are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


 


[IF SECURITY IS A GLOBAL SECURITY, INSERT
AS A SEPARATE PAGE -]


 


Schedule A


 


By purchasing this Security, the Holder hereby agrees to the
terms set forth in the Indenture.


 


SCHEDULE OF ADJUSTMENTS


 


Initial Principal Amount: US$....................


 


	Date

 adjustment 

made	 	Principal 

amount increase	 	Principal

 amount

 decrease	 	Principal

 amount

 following

 adjustment	 	Notation made

 on behalf of the

 Security

 Registrar
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 






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Section 204.          Form of
Trustee’s Certificate of Authentication.


 


Subject to Section 614, the Trustee’s
certificates of authentication shall be in substantially the following form:


 


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


 


Dated:


 


	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	     as Trustee
	 	 
	 		By	 
	 		Authorized Signatory



 






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ARTICLE Three


 


The
Securities


 


Section 301.          Title
and Terms; 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 from time to time in one
or more series.


 


With respect to any Securities of any series
(except for Securities authenticated and delivered upon registration of transfer of, or in lieu of, other Securities pursuant to
this Indenture pursuant to Section 304, Section 305, Section 306, Section 905 or Section 1107 and except
for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder), there
shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuer and (b) (i) set
forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures
supplemental hereto, prior to the issuance of such Securities:


 


(1)            the
title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series),


 


(2)            the
aggregate principal amount of the Securities of that series that may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon partial
redemption of, other Securities of the series pursuant to Section 304, Section 305, Section 306, Section 905
or Section 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated
and delivered hereunder);


 


(3)            the
issue price and issuance date of such Securities, including the date from which interest on such Securities will accrue;


 


(4)            if
applicable, that such Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such
case, the Depositary for such Global Securities, the form of any legend or legends that shall be borne by such Global Securities
in addition to or in lieu of those set forth in Section 202 and Section 204 (including any circumstances in addition
to or in lieu of those set forth in Section 305 in which such legend(s) may be removed or modified) and any circumstances
in addition to or in lieu of those set forth in Section 305 in which any such Global Security may be exchanged in whole or
in part for Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or
names of Persons other than the Depositary for such Global Security or a nominee thereof;


 


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


 






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(6)            the
date or dates on which the principal of, and any premium on, any Securities of the series is payable;


 


(7)            the
rate or rates at which any Securities of the series shall bear interest, if any, including, if applicable, the rate or rates of
interest on any overdue payments, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which
any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;


 


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


 


(9)            (a) whether
or not such Securities are to be redeemable, in whole or in part, at the option of the Issuer and, if so redeemable, the period
or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of the Issuer, (b) if other than by a Board Resolution, the manner in which
any election by the Issuer to redeem the Securities shall be evidenced and (c) any provisions in addition to or in lieu of
the provisions of Article Eleven applicable to redemption of Securities of the series;


 


(10)          if
other than denominations of US$2,000 and any integral multiple of US$1,000 in excess thereof, the denominations in which any Securities
of the series shall be issuable, subject in each case to compliance with applicable laws;


 


(11)          if
the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts shall be determined;


 


(12)          if
other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or
any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in
the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
in Section 101;


 


(13)          if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Issuer, a
Guarantor or the Holder thereof, in one or more currencies, currency units, composite currency or composite currency units other
than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal
of or any premium or interest on Securities of such series as to which such election is made shall be payable (which shall be in
accordance with the Applicable Procedures), and the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount shall be determined);


 






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(14)          if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;


 


(15)          if
other than as provided in Section 201, the form or forms of the Securities;


 


(16)          if
the Securities will be entitled to the benefits of the Guarantees afforded by Article Thirteen of the Indenture and, if so,
the identity of the Guarantors at the time of issuance of such Securities;


 


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


 


(18)          if
applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1202
or Section 1203 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Issuer
or a Guarantor to defease such Securities shall be evidenced;


 


(19)          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 502;


 


(20)          any
deletion or addition to or change in the covenants set forth in Article Ten that apply to Securities of the series;


 


(21)          any
changes to the information the Issuer or the Parent Guarantor shall be obligated to provide to the Trustee, and the Trustee shall
be obligated to promptly forward to Holders of Securities of the series, pursuant to Section 703;


 


(22)          any
other terms of the series of Securities (which terms shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 901(5));


 


(23)          if
Additional Amounts, pursuant to Section 1007, will not be payable by the Issuer and the Guarantors;


 


(24)          any
stock exchange on which the Securities of the series will be listed;


 






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(25)          if
the series of Securities provides for further creation and issuances of further Securities of such series by the Issuer (having
the same terms and conditions as the Securities of that series in all respects, or in all respects except for the issue date, the
issue price and the first interest payment date thereon, so that such further issuance shall be consolidated and form a single
series with all Outstanding Securities of such series) without the consent of the Holders of that series; and


 


(26)          the
identifiers of such Securities (CUSIP number and/or ISIN).


 


The terms of all Securities of any one series
shall be substantially identical except as may otherwise be established in or pursuant to Board Resolutions or supplemental indentures
referred to above.


 


To the extent any terms of the Securities
are established pursuant to such Board Resolutions or supplemental indentures, a copy of an appropriate record of such action shall
be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery
of the Officer’s Certificate or the supplemental indenture setting forth the terms of the Securities.


 


Section 302.          Denominations.


 


The Securities shall, subject to compliance
with applicable laws, be issuable only in fully registered form, without coupons, in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series,
the Securities of such series shall be issued only in minimum denominations of US$2,000 and any integral multiple of US$1,000 in
excess thereof.


 


Section 303.          Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf
of the Issuer by any one or more Directors and Authorized Officers. The signature of any Director or Authorized Officer on the
Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile
signatures of any individual who was at any time the proper Director or Authorized Officer of the Issuer shall bind the Issuer
notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities
or did not hold such office at the date of such Securities.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer to the Trustee for authentication,
together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Issuer
Order shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Sections 601 and
603) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)            that
the forms (if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201)
and/or terms (if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301)
of such Securities have been established in conformity with the provisions of this Indenture;


 






    37


     


    

 


(2)            that
such Securities, when such Securities have been authenticated and delivered by the Trustee and issued by the Issuer in the manner
and subject to any qualifications, assumptions and limitations specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles and to such other matters as counsel shall specify therein;


 


(3)            when
such Securities have been authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any
conditions specified in such Opinion of Counsel, the Guarantees will constitute valid and legally binding obligations of the Guarantors,
enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles and to such
other matters as counsel shall specify therein; and


 


(4)            that
all conditions precedent to issuance and authentication of the Securities under this Indenture have been satisfied.


 


The Trustee shall not be required to authenticate
such Securities if the issue of any such series of Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee or if the Trustee, being advised by counsel, determines that such action may not be lawfully taken.


 


Notwithstanding the provisions of Section 301
and of the second preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 301 or the Issuer Order and
Opinion of Counsel otherwise required pursuant to such second preceding paragraph at or prior to the authentication of each Security
of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of
such series to be issued and reasonably contemplate the subsequent issuance of each Security of such series.


 


Each Security shall be dated on the date of
its authentication.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee or the Authenticating Agent by electronic or manual signature,
and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but
never issued and sold by the Issuer, and the Issuer shall deliver such Security to the Paying Agent for cancellation as provided
in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


 






    38


     


    

 


Section 304.          Temporary
Securities.


 


Pending the preparation of definitive Securities
of any series, the Issuer may execute and, upon compliance with Section 303 by the Issuer, the Trustee shall authenticate
and deliver, temporary Securities that shall be produced, in any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations
as the Directors and/or Authorized Officers executing such Securities may determine, as evidenced by their execution of such Securities.


 


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


 


Section 305.          Registration,
Registration of Transfer and Exchange.


 


The Issuer shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer
in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe and the transfer restrictions applicable to Securities herein provided, the
Issuer shall provide for the registration of Securities. The Security Register for any series of Securities may not be established
or maintained at any time in the United Kingdom or Australia. The Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of such Securities as herein provided and the Trustee hereby accepts such
appointment. There shall be only one Security Registrar for each series of Securities.


 


Upon surrender for registration of transfer
of any Security of any series at the office or agency of the Issuer in a Place of Payment for that series, the Issuer shall execute
and the Trustee shall, subject to the transfer restrictions set forth herein and in such Security, authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations
and of like tenor and aggregate principal amount. No transfer of a Security to any Person shall be effective under this Indenture
or the Securities unless and until such Security has been registered in the name of such Person.


 






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Subject to this Section 305, at the option
of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Issuer shall execute and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.


 


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


 


Every Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing (with the signatures guaranteed in satisfactory form, if reasonably required
by the Issuer or the Trustee).


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant
to Section 304, 905 or 1107 not involving any transfer.


 


If the Securities of any series (or of any
series and specified tenor) are to be redeemed in part, neither the Security Registrar nor the Issuer shall be required (A) to
issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor) during a period
beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected
for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 


Each Holder and beneficial owner of Securities
shall be deemed to represent and agree that such Holder or beneficial owner understands that the Issuer, each Guarantor, the Trustee
and each Paying Agent may require certification reasonably acceptable to it (A) as a condition to the payment of principal
of, premium, if any, and interest on any Security without, or at a reduced rate of, withholding or backup withholding tax, and
(B) to enable the Issuer, each Guarantor, the Trustee and each Paying Agent to determine their duties and liabilities with
respect to any taxes or other charges that they may be required to pay, deduct or withhold from payments in respect of such Securities
or the Holder or beneficial owner of such Securities under any present or future law, rule or regulation of the United States,
any State thereof, the District of Columbia, or any territories thereof or any present or future law, rule or regulation of
any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such
law, rule or regulation. Such certification may include, without limitation, U.S. federal income tax forms (such as IRS Form W-8BEN
(Certification of Foreign Status of Beneficial Owner for United States Tax Withholding), IRS Form W-8IMY (Certification
of Foreign Intermediary Status for United States Tax Withholding), IRS Form W-9 (Request for Taxpayer Identification
Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim that Income Is Effectively Connected
with the Conduct of a U.S. Trade or Business) or any successors to such IRS forms). Each Holder or beneficial owner of Securities
agrees to provide any certification required pursuant to this paragraph and to update or replace such form or certification in
accordance with its terms or its subsequent amendments.


 






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


 


Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security
in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or
a nominee thereof unless (A) such Depositary (i) has notified the Issuer that it is unwilling or unable to continue to
act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, if
so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90
days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may
be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall
be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the
Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security
advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the
book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist
such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated
by Section 301.


 


Subject to the preceding paragraph, any exchange
of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security
or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.


 


Every Security authenticated and delivered
upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant
to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall
be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security
or a nominee thereof.


 


Owners of beneficial interests in a Global
Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form,
shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture
with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent
of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its
agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing,
the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of
interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such
Global Security.


 






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In case of any transfer or exchange the procedures
and requirements for which are not addressed in detail in this Section 305, such transfer or exchange will be subject to such
procedures and requirements as may be reasonably prescribed by the Issuer and the Trustee from time to time and, in the case of
a transfer or exchange involving a Global Security, the Applicable Procedures.


 


Section 306.          Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is surrendered to
the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor, a new Security of the
same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Issuer
and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security
or indemnity as may be required by them to save each of them and any of their agents harmless, then, in the absence of notice to
the Issuer or the Trustee that such Security has been acquired by a protected purchaser, the Issuer shall execute and the Trustee
shall, upon Issuer order, authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the
same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


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


 


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


 


Every new Security of any series issued pursuant
to this Section in exchange for any mutilated Security or in lieu of any destroyed, lost or stolen Security, shall (i) constitute
an original contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Security shall be at
any time enforceable by anyone, (ii) be registered by the Issuer in the Security Registrar in the name of such Person and
(iii) 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.


 


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.


 






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Section 307.          Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise established as contemplated
by Section 301 with respect to any series of Securities, 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 that Security is registered at the
close of business on the Regular Record Date for such interest.


 


Any interest on any Security of any series
that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Issuer or the Guarantor, at its election in each case, as provided in clause (1) or
(2) below:


 


(1)            The
Issuer or the Guarantor may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such
series are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security of such series and the date of the proposed payment, and at the same time the Issuer or the Guarantor
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 (1) provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name
and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less than
10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series
are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause
(2).


 


(2)            The
Issuer or the Guarantors may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this
clause (2), such manner of payment shall be deemed practicable by the Trustee.


 


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


 






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Section 308.          Persons
Deemed Owners.


 


Prior to due presentment of a Security for
registration of transfer, the Issuer, the Trustee and any agent of the Issuer, the Guarantors or the Trustee may treat the Person
in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and none of the Issuer, the Guarantors, the Trustee or any of their respective agents shall be affected
by notice to the contrary.


 


Section 309.          Cancellation.


 


All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than
the Paying Agent, be delivered to the Paying Agent and shall be promptly cancelled by it. The Issuer or a Guarantor may at any
time deliver to the Paying Agent for cancellation any Securities previously authenticated and delivered hereunder that the Issuer
or such Guarantor may have acquired in any manner whatsoever, and may deliver to the Paying Agent (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated hereunder that the Issuer has not issued and sold, and
all Securities so delivered shall be promptly cancelled by the Paying Agent. No Securities shall be authenticated in lieu of or
in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Paying Agent shall be disposed of in accordance with the Paying Agent’s then customary procedure unless
by an Issuer Order the Issuer shall direct that cancelled Securities be returned to it.


 


Section 310.          Computation
of Interest.


 


Except as otherwise established as contemplated
by Section 301 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 311.          CUSIP
Numbers.


 


The Issuer in issuing the Securities may use
 “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Holders; provided that the Trustee shall assume no responsibility for the accuracy of
such numbers and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly
notify the Trustee in writing of any change in the CUSIP numbers.


 






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ARTICLE Four


 


Satisfaction
and Discharge


 


Section 401.          Satisfaction
and Discharge of Indenture.


 


This Indenture shall, upon an Issuer Request,
cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly
provided for, the surviving rights of the Trustee under Section 607 hereof, and any provision hereof that expressly survives
the satisfaction and discharge of this Indenture), and the Trustee, at the expense of the Issuer, shall execute instruments acknowledging
satisfaction and discharge of this Indenture, when


 


(1)                       either


 


(A)                      all
Securities theretofore authenticated and delivered (other than (i) Securities that have been mutilated, destroyed, lost or
stolen and that have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged
from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


(B)                      all
such Securities that have not been delivered to the Trustee for cancellation:


 


(i)             have
become due and payable by reason of the mailing of a notice of redemption, or


 


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


 


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


 


and the Issuer, in the case of (i), (ii) or (iii) above,
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders
of the Securities, cash in U.S. dollars, not-callable U.S. Government Obligations, or a combination thereof, in amounts as will
be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Securities
not theretofore delivered to the Trustee for cancellation, for principal and any premium and accrued interest to the date of such
deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case
may be;


 


(2)                       no
default or Event of Default shall have occurred and be continuing on the date of the deposit or shall occur as a result of the
deposit and the deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which
the Issuer is a party or by which the Issuer is bound;


 






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(3)                       the
Issuer has paid or caused to be paid or made provision satisfactory to the Trustee for the payment of all other sums payable hereunder
by the Issuer including all amounts due and payable to the Trustee;


 


(4)                       the
Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the applicable series of Securities at the Stated Maturity or Redemption Date, as the case may be; and


 


(5)                       the
Issuer 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 have been satisfied.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Issuer and the Guarantors to the Trustee and the lien of the Trustee under Section 607,
the obligations of the Issuer to any Authenticating Agent under Section 613, any obligations of the Trustee under Section 402,
the rights and obligations of the Issuer set forth in the last paragraph of Section 1003 and any rights of registration of
transfer, exchange or replacement of Securities provided in Sections 304, 305, 306, 905, 1002 or 1107 and any rights to receive
Additional Amounts pursuant to Section 1007 shall survive such satisfaction and discharge.


 


Section 402.          Application
of Trust Money


 


Subject to the provisions of the last paragraph
of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal
and premium and any interest for whose payment such money has been deposited with the Trustee.


 


ARTICLE Five


 


Remedies


 


Section 501.          Events
of Default.


 


“Event of Default”, wherever used
herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body) unless such event is either inapplicable
to a particular series or it is specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution
creating such series of Securities or in the form of the Security for such series:


 


(1)            a
default in the payment of any principal of, or any premium on, any Securities of that series when due, whether at Maturity, upon
redemption, pursuant to a Change of Control Offer or otherwise and, provided that if such default is caused solely by technical
or administrative error, the continuance of such default for a period of three Business Days;


 






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(2)            a
default in the payment of any interest or any Additional Amounts due and payable on any Securities of such series and the continuance
of such default for a period of 30 days;


 


(3)            a
default in the performance, or breach, of any other covenant, obligation or agreement of the Issuer or the Guarantors in this Indenture
with respect to the Securities of that series, the Securities of that series or the Guarantees (other than a covenant or obligation
default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of a series of Securities other than that series) and the continuance of such
default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer (with a copy
to the Parent Guarantor) by the Trustee or to the Issuer (with a copy to the Parent Guarantor) and the Trustee by the Holders of
at least 25% in aggregate principal amount of the Outstanding Securities of that series a written notice specifying such default
or breach, requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;


 


(4)            (a) any
Indebtedness in an aggregate principal amount of at least US$150,000,000 (or its equivalent in any other currency or currencies)
of the Issuer, any Guarantor or any Principal Subsidiary becomes due and is required to be paid prior to its contractual maturity
date by reason of any event of default or acceleration (however described), (b) the Issuer, any Guarantor or any Principal
Subsidiary fails (after the expiration of any applicable grace period) to make any payment in respect of any Indebtedness in an
aggregate principal amount of at least US$150,000,000 (or its equivalent in any other currency or currencies) on the due date for
payment, (c) any security given by the Issuer, any Guarantor or any Principal Subsidiary for any Indebtedness in an aggregate
principal amount of at least US$150,000,000 (or its equivalent in any other currency or currencies) is enforced or (d) default
is made (after the expiration of any applicable grace period) by the Issuer, any Guarantor or any Principal Subsidiary for any
Indebtedness in an aggregate principal amount of at least US$150,000,000 (or its equivalent in any other currency or currencies)
in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness in an aggregate principal
amount of at least US$150,000,000 (or its equivalent in any other currency or currencies), unless such Indebtedness is discharged
or an event of default or acceleration related to such Indebtedness is waived or rescinded, as applicable;


 


(5)            one
or more judgments for the payment of money in an aggregate amount in excess of US$150,000,000 (or its equivalent in any other currency
or currencies), shall be rendered against the Issuer, any Guarantor or any Principal Subsidiary or any combination thereof and
the same shall remain unsatisfied or undischarged for a period of 30 consecutive days, during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon assets of the Parent Guarantor or any
Principal Subsidiary to enforce such judgment;


 


(6)            any
Guarantee is held to be unenforceable or invalid in a judicial proceeding or is claimed in writing by the Issuer or any Guarantor
not to be valid or enforceable, or any Guarantee is denied or disaffirmed in writing by the Issuer or any Guarantor, except, in
each case, as permitted in accordance with the terms of this Indenture;


 






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(7)


 


(a)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Issuer, any Guarantor or any Principal Subsidiary or its debts, or of a material part of its
assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, receiver and manager, administrator, liquidator, trustee, custodian, sequestrator, conservator or similar
official for the Issuer, any Guarantor or any Principal Subsidiary or for a material part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall be entered;


 


(b)            the
Issuer, any Guarantor or any Principal Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any U.S. federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (7)(a) above, (iii) apply for or consent to the appointment of a
receiver, receiver and manager, administrator, liquidator, trustee, custodian, sequestrator, conservator or similar official for
the Issuer, any Guarantor or any Principal Subsidiary or for a material part of its assets, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit
of creditors, or the board of directors (or similar governing body) of the Issuer, any Guarantor or any Principal Subsidiary
(or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred
to above in this clause (7)(b) or clause (7)(a) above or (vi) solely in the case of the Parent Guarantor, where
the Parent Guarantor (A) is declared “bankrupt” as defined in Article 8 of the Interpretations (Jersey) Law
1954 or any proceedings are commenced or other steps taken for the Parent Guarantor to be declared “bankrupt” or (B) takes
any step to participate in a scheme of arrangement or merger under Part 18A or Part 18B respectively of the Jersey Companies
Law or to seek continuance overseas under Part 18C of the Jersey Companies Law;


 


(c)            the
Issuer or any Guarantor shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;


 


(8)            any
other Event of Default established as contemplated by Section 301 provided with respect to Securities of that series.


 






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Section 502.          Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event
of Default specified in Section 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing,
then, in every such case, the Trustee (if a Responsible Officer of the Trustee has received written notice of such Event of Default)
or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the
principal amount of all the Outstanding Securities of such series to be due and payable immediately, by a notice in writing to
the Issuer with a copy to the Parent Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal
amount and any accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 501(7) occurs
and is continuing, then in every such case the principal of, Additional Amounts, if any, and any accrued and unpaid interest on
the Outstanding Securities of any series shall become immediately due and payable without any further action on the part of the
Trustee or the Holders.


 


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


 


(1)            the
Issuer or a Guarantor has irrevocably paid or irrevocably deposited with the Trustee a sum sufficient to pay


 


(A)      all
overdue interest on all Outstanding Securities of such series,


 


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


 


(C)       to
the extent that payment of such interest is lawful, interest upon overdue payments at the rate or rates for such Securities established
as contemplated by Section 301,


 


(D)      all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all amounts due to the Trustee under Section 607; and


 


(2)            all
Events of Default with respect to the Securities of such series, other than the non-payment of the principal of or interest on
the Securities of such series that have become due solely by such declaration of acceleration, have been cured or waived as provided
in Section 513.


 


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


 


Section 503.          Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Issuer and each Guarantor covenants that
if


 






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


 


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


 


the Issuer and each Guarantor shall, upon demand of the Trustee,
pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal
and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates established as contemplated by Section 301 therefor,
and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due
to the Trustee under Section 607.


 


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


 


If an Event of Default with respect to Securities
of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section 504.          Trustee
May File Proofs of Claim.


 


In case of any judicial proceeding relative
to the Issuer or the Guarantors (or any other obligor upon the Securities), any of their respective property or creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized
under the Trust Indenture Act (as if the Trust Indenture Act applied to this Indenture) in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.


 






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No provision of this Indenture shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote
for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 


Section 505.          Trustee
May Enforce Claims Without Possession of Securities.


 


All rights of action and claims under this
Indenture or the Securities or the Guarantees may be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall
be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and other amounts due
to it under Section 607, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has
been recovered.


 


Section 506.          Application
of Money Collected.


 


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


 


First:
To the payment of all amounts due the Trustee and any predecessor Trustee under Section 607;


 


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


 


Third:
The balance, if any, to the Issuer, any Guarantor or the other Person or Persons otherwise entitled thereto.


 


Section 507.          Limitation
on Suits.


 


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


 


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


 






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(2)            the
Holders of at least 25% in principal amount of the Outstanding Securities of such series shall have made written request to the
Trustee to institute such proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


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


 


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


 


it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.


 


Section 508.          Unconditional
Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 307) interest on such Security pursuant to the terms thereof or the Guarantee thereof
(and any Additional Amounts) on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


Section 509.          Restoration
of Rights and Remedies.


 


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


 


Section 510.          Rights
and Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy.


 






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Section 511.          Delay
or Omission Not Waiver.


 


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


 


Section 512.          Control
by Holders.


 


Subject to Section 603(5), the Holders
of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series, provided that:


 


(1)            such
direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee to undue risk or require
the Trustee to submit to the jurisdiction of a non-U.S. court,


 


(2)            the
action so directed would not be unjustly prejudicial to the Holders not taking part in such direction, or


 


(3)            the
Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction,


 


provided further that the Trustee shall be under no obligation
to determine whether any such direction shall be in such conflict or so unjustly prejudicial, and provided further, that
nothing herein shall be deemed to require the Trustee to take direction from Holders unless such direction is in writing and accompanied
by indemnity satisfactory to the Trustee.


 


Nothing in this Indenture shall impair the
right of the Trustee in its discretion to take any action deemed proper by the Trustee and that is not inconsistent with such direction
by Holders of Securities.


 


Section 513.          Waiver
of Past Defaults.


 


The Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such
series waive any past default hereunder with respect to such series and its consequences, except a default


 


(1)            in
the payment of the principal of or any premium or interest on any Security of such series (or any Additional Amounts payable in
respect thereof), or


 






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(2)            in
respect of a covenant or provision hereof that under Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.


 


Upon any such waiver, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but
no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


Section 514.          Undertaking
for Costs.


 


In any suit for the enforcement of any right
or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, including fees and expenses
of counsel, and may assess costs against any such party litigant; provided that this Section shall not be deemed to
authorize any court to require such an undertaking or to make such an assessment in any such suit.


 


Section 515.          Waiver
of Usury, Stay or Extension Laws.


 


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


 


ARTICLE Six


 


The
Trustee


 


Section 601.          Certain
Duties and Responsibilities.


 


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


 


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


 


(ii)       in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements
of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform
on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein).


 






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(b)            In
case an Event of Default has occurred and is continuing with respect to Securities of any series, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture with respect to the Securities of such series, and 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 his or
her own affairs.


 


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


 


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


 


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


 


(iii)      no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.


 


(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.


 


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


 


Section 602.          Notice
of Defaults.


 


Within 90 days after the occurrence of any
default hereunder, the Trustee shall transmit to all Holders of the Securities of each series affected thereby, in the manner provided
in Section 106, notice of such default hereunder in respect of which written notice has been provided to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of
the principal of, or any premium or interest (or any Additional Amounts in respect of the foregoing) on, any Security of such series,
the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith
determine that the withholding of such notice is in the interest of the Holders; and provided, further, that in the case
of any default of the character specified in Section 501(4) no such notice to Holders shall be given until at least 30
days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or
after notice or lapse of time or both would become, an Event of Default.


 






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Section 603.          Certain
Rights of Trustee.


 


Subject to the provisions of Section 601:


 


(1)            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, direction, consent, order, securities, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(2)            any
request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, and any
resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


(6)            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, securities, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and
shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;


 


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


 






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(8)            the
Trustee shall not be deemed to have or be charged with notice or knowledge of any default or Event of Default under this Indenture
(other than a payment default under Sections 501 or 502 hereof) unless a Responsible Officer of the Trustee shall have received
written notice of such default or Event of Default from the Issuer or any other obligor on such Securities or by any Holder of
such Securities and such notice refers to the Securities and this Indenture;


 


(9)            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 (including as Paying Agent and Securities
Registrar), and to each agent, custodian and other Person employed to act hereunder;


 


(10)          anything
in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable under or in connection with this Indenture
for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited
to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of
the form of action in which such damages are sought;


 


(11)          the
Trustee may employ agents in performing its duties hereunder and shall not have liability for negligent performance by an agent
appointed with due care;


 


(12)          The
Trustee shall not be liable for errors in judgment made in good faith unless negligent in ascertaining pertinent facts; and


 


(13)          the
permissive rights of the Trustee to take or refrain from taking any action enumerated herein shall not be construed as an obligation
or duty.


 


Section 604.          Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the Securities,
except for the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture,
any offering document or of the Securities except that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations hereunder. The Trustee shall not be accountable for the
use or application by the Issuer of the Securities or the proceeds thereof.


 


Section 605.          May Hold
Securities.


 


The Trustee, any Paying Agent, any Security
Registrar or any other agent of the Trustee or the Issuer, in its individual or any other capacity, may become the owner or pledgee
of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.


 






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Section 606.          Money
Held in Trust.


 


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


 


Section 607.          Compensation
and Reimbursement.


 


Each of the Issuer and the Parent Guarantor
agrees jointly and severally:


 


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


 


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


 


(3)            to
indemnify each of the Trustee and any predecessor Trustee and their respective officers, employees and directors for, and to defend
and hold them harmless against, any and all loss, liability, claim, damage or expense (including (i) the reasonable compensation
and the expenses and disbursements of its agents and counsel and (ii) taxes other than withholding, backup withholding or
taxes based on the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or
trusts hereunder or the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including
this Section 607(3)) and defending itself against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except to the extent any such loss, liability, claim, damage or expense may be attributable
to its negligence, or willful misconduct;


 


To ensure the Issuer’s and the Parent
Guarantor’s payment obligations under this Section 607, the Trustee shall have a lien prior to the Securities on all
money or property held or collected by the Trustee, in its capacity as Trustee, except money or property collected or held in trust
for the benefit of the Holders of particular Securities. Such lien and the obligations of the Issuer under this Section 607
shall survive the resignation and removal of the Trustee and the satisfaction and discharge of this Indenture.


 


The indemnity contained herein shall survive
the resignation or removal of the Trustee and the final payment in full of the Securities, and termination of this Indenture.


 


“Trustee” for purposes of this
Section 607 shall include any predecessor Trustee, but the negligence or bad faith or willful misconduct of any Trustee shall
not affect the rights or obligations of the Issuer or any other Trustee hereunder.


 






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When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 501(7), the expenses and the compensation for the services
are intended to constitute expenses of administration under any applicable United States, United Kingdom or Australian federal
or state bankruptcy, insolvency or other similar law.


 


Section 608.          Conflicting
Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of Section 310(b) of the Trust Indenture Act (as if the provisions to the Trust Indenture
Act applied to this Indenture), the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided
by, and subject to the provisions of, Section 310(b) of the Trust Indenture Act and this Indenture. To the extent permitted
by Section 310(b) of the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue
of being a trustee under this Indenture with respect to Securities of more than one series.


 


Notwithstanding the foregoing, each of the
parties hereto acknowledge and agree and the Holders are deemed to acknowledge and agree that there is no conflict of interest
as a result of Deutsche Bank Trust Company Americas acting in its capacity as trustee for both the senior notes of the Issuer and
the subordinated notes of the Issuer. Further, any such action on the part of the Trustee hereunder, shall be deemed not to be
a breach of any fiduciary duty on the part of the Trustee hereunder.


 


Section 609.          Corporate
Trustee Required; Eligibility.


 


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


 


Section 610.          Resignation
and Removal; Appointment of Successor.


 


No resignation or removal of the Trustee and
no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment
by the successor Trustee in accordance with the applicable requirements of Section 611.


 


The Trustee may be removed at any time with
respect to the Securities of any series by Act of the Holders of not less than a majority in principal amount of the Outstanding
Securities of such series, upon 30 days’ prior written notice delivered to the Trustee and to the Issuer. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Issuer any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities.


 






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If at any time:


 


(1)            the
Trustee shall fail to comply with Section 608 after written request therefor by the Issuer or by any Holder who has been a
bona fide Holder of a Security for at least six months;


 


(2)            the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act (as if the provisions of
the Trust Indenture Act applied to this Indenture) and shall fail to resign after written request therefor by the Issuer or by
any such Holder, or


 


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


 


then, in any such case, (A) the Issuer may remove the Trustee
with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee.


 


The Trustee may resign at any time with respect
to the Securities by giving 30 days prior written notice thereof to the Issuer. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition at the expense of the Issuer and the Parent Guarantor any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities.


 


If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Issuer shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or
more of all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Issuer and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner required by Section 611,
any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 






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The Issuer shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided for in Section 106. Each
notice shall include the name of the successor Trustee with respect to the Securities and the address of its Corporate Trust Office.


 


In no event will the Trustee be responsible
for or have any liability for the acts or omissions of any such successor Trustee for the Securities of any series appointed hereunder
or for any separate or co-Trustee.


 


Section 611.          Acceptance
of Appointment by Successor.


 


In case of the appointment hereunder of a
successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Issuer, the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or
the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder.


 


In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Issuer or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates.


 






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Upon request of any such successor Trustee,
the Issuer and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first preceding paragraph.


 


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


 


Section 612.          Merger,
Conversion, Consolidation or Succession to Business.


 


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


 


Section 613.          Agents.


 


Except as otherwise specifically provided
herein, (i) all references in this Indenture to the Trustee shall be deemed to refer to the Trustee in its capacity as Trustee
and in its capacities as Authenticating Agent, Paying Agent and Security Registrar and (ii) every provision of this Indenture
relating to the conduct or affecting the liability or offering protection, immunity or indemnity to the Trustee shall be deemed
to apply with the same force and effect to the Trustee acting in its capacities as Authenticating Agent, Paying Agent and Security
Registrar.


 






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Section 614.          Appointment
of Authenticating Agent.


 


The Trustee, with the consent of the Issuer,
may appoint an Authenticating Agent or Agents with respect to one or more series of Securities that shall be authorized to act
on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption
thereof and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of authentication, except upon original issue or pursuant
to Section 306, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than US$50,000,000 and subject to supervision or examination by Federal or State authority.
If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section.


 


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


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Issuer. 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 Issuer. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that shall be acceptable to the Issuer
and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


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


 


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


 


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


 






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	 	Dated:
	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	as Trustee




 


	 	By	 
	 	As Authenticating Agent




 


If all of the Securities of a series may
not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original
issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance,
the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent
having an office in a Place of Payment designated by the Issuer with respect to such series of Securities.


 


Section 615.        Preferential
Collection of Claims Against the Company.


 


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


 


ARTICLE Seven


 


Holders’
Lists and Reports by Trustee and Issuer


 


Section 701.         Issuer
to Furnish Trustee Names and Addresses of Holders.


 


The Issuer will furnish, or cause the Security
Registrar to furnish, to the Trustee


 


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


 


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


 


provided, however, that if and so long as the Trustee
shall be Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities.


 


Section 702.           Preservation
of Information; Communications to Holders.





 


The Trustee shall preserve, in as current
a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.


 



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The rights of Holders of the Securities of
any series to communicate with other Holders of Securities of such series with respect to their rights under this Indenture or
under the Securities and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act
(as if the provisions of the Trust Indenture Act applied to this Indenture).


 


Every Holder of Securities, by receiving
and holding the same, agrees with the Issuer, the Guarantors and the Trustee that none of the Issuer, any Guarantor nor the Trustee
nor any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of
Holders made pursuant to the Trust Indenture Act (as if the provisions of the Trust Indenture Act applied to this Indenture) or
other applicable law.


 


Section 703.          Reports
by the Issuer.


 


(1)            If
and when the Issuer is registered with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, the Issuer
shall furnish to the Trustee any information, documents or reports required to be filed with the Commission pursuant to Section 13
or 15(d) of the Exchange Act within 15 days after the same is so required to be filed with the Commission.


 


(2)            With
respect to the Securities of any series and for so long as the Securities of such series are Outstanding, the Issuer shall furnish
to the Trustee as soon as practicable, and the Trustee shall promptly distribute to the Holders of Securities of such series such
information as is specified as contemplated by Section 301 for the Securities of such series.


 


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


 


Section 704.           Reports
by Trustee to Holders.


 


(1)            Within
60 days after the Parent Guarantor’s fiscal year end of each year beginning with the fiscal year end following the date
of this Indenture, and for so long as any Securities remain outstanding, the Trustee shall mail or make available to each Holder
a brief report dated as of such fiscal year end that complies with Section 313(a) of the Trust Indenture Act, if and
to the extent required by such subsection. The Trustee shall also comply with Section 313(b) and Section 313(c) of
the Trust Indenture Act.


 


(2)            A
copy of each report at the time of its mailing or posting to the Holders shall be mailed or made available by the Trustee to the
Parent Guarantor and filed by the Trustee with the Commission and each exchange, if any, on which the Securities are listed in
accordance with Section 313(d) of the Trust Indenture Act. The Parent Guarantor agrees to notify promptly the Trustee
in writing whenever the Securities become listed on any exchange and of any delisting thereof.


 



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ARTICLE Eight


 


Consolidation,
Merger, Conveyance, Transfer or Lease


 


Section 801.          Issuer
May Consolidate, Etc., Only on Certain Terms.


 


For so long as any of the Securities or any
Guarantees thereof remain Outstanding, neither the Issuer nor any Guarantor may consolidate with or merge into any other Person
that is not the Issuer or a Guarantor, or convey, transfer or lease all or substantially all of its properties and assets to any
Person that is not the Issuer or a Guarantor, unless:


 


(1)            any
Person formed by such consolidation or into which the Issuer or any Guarantor, as the case may be, is merged or to whom the Issuer
or such Guarantor has conveyed, transferred or leased all or substantially all of its properties and assets is a corporation,
partnership or trust organized and validly existing under the laws of its jurisdiction of organization, and such Person either
is the Issuer or any other Guarantor or assumes by supplemental indenture the Issuer’s or such Guarantor’s obligations,
as the case may be, on the Securities and the Guarantees and under this Indenture (including any obligation to pay any Additional
Amounts);


 


(2)            immediately
after giving effect to the transaction and treating any Indebtedness which becomes an obligation of the Issuer or any Guarantor
as a result of such transaction as having been incurred at the time of such transaction, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;


 


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


 


(4)           any
such Person not incorporated or organized and validly existing under the laws of the United States, any State thereof or the District
of Columbia, Jersey, Australia or the United Kingdom, or any state or territory thereof shall expressly agree by a supplemental
indenture,


 


(a)            to
indemnify the Holder of each Security and each beneficial owner of an interest therein against (X) any tax, duty, assessment
or other governmental charge imposed on such Holder or beneficial owner or required to be withheld or deducted from any payment
to such Holder or beneficial owner as a consequence of such consolidation, merger, conveyance, transfer or lease, and (Y) any
costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease, and


 






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(b)            that
all payments pursuant to the Securities or the Guarantees in respect of the principal of and any premium and interest on the Securities,
as the case may be, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties,
assessments or other governmental charges of whatever nature imposed or levied by or on behalf of the jurisdiction of organization
or residency of such Person or any political subdivision or taxing authority thereof or therein, unless such taxes, duties, assessments
or other governmental charges are required by such jurisdiction or any such subdivision or authority to be withheld or deducted,
in which case such Person shall pay such additional amounts (“Successor Additional Amounts”) as will result (after
deduction of such taxes, duties, assessments or other governmental charges and any additional taxes, duties, assessments or other
governmental charges payable in respect of such Successor Additional Amounts) in the payment to each Holder or beneficial owner
of a Security of the amounts which would have been received pursuant to the Securities or the Guarantee, as the case may be, had
no such withholding or deduction been required, except that no Successor Additional Amounts shall be so payable for or on account
of:


 


(i)            any
withholding, deduction, tax, duty, assessment or other governmental charge which would not have been imposed but for the fact
that such Holder or beneficial owner of the Security:


 


(A)          was
a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present
in, the United States, Jersey, Australia, the United Kingdom, or other Relevant Jurisdiction (as defined below) or otherwise had
some connection with the United States, Jersey, Australia, the United Kingdom, or other Relevant Jurisdiction other than the mere
ownership of, or receipt of payment under, such Security or Guarantee;


 


(B)            presented
such Security or Guarantee for payment in any jurisdiction of organization of such Person, which shall be deemed a “Relevant
Jurisdiction”, unless such Security or Guarantee could not have been presented for payment elsewhere;


 


(C)            presented
such Security or Guarantee (where presentation is required) more than thirty (30) days after the date on which the payment in
respect of such Security or Guarantee first became due and payable or provided for, whichever is later, except to the extent that
the Holder would have been entitled to such Additional Amounts if it had presented such Security or Guarantee for payment on any
day within such period of thirty (30) days; or


 






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(D)            with
respect to any withholding or deduction of taxes, duties, assessments or other governmental charges imposed by the United States,
or any of its territories or any political subdivision thereof or any taxing authority thereof or therein, is or was with respect
to the United States a citizen or resident of the United States, treated as a resident of the United States, present in the United
States, engaged in business in the United States, a Person with a permanent establishment or fixed base in the United States,
a “ten percent shareholder” of the Issuer or a Guarantor, a passive foreign investment company, or a controlled foreign
corporation, or has or has had some other connection with the United States (other than the mere receipt of a payment or the ownership
of holding a Security);


 


(c)            any
estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or any withholding
or deduction on account of such tax, assessment or other governmental charge;


 


(d)            any
tax, duty, assessment or other governmental charge which is payable otherwise than by withholding or deduction from payments of
(or in respect of) principal of, or any premium and interest on, the Securities or the Guarantees thereof;


 


(e)            any
withholding, deduction, tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure
to comply in a timely manner by the Holder of such Security or, in the case of a Global Security, the beneficial owner of such
Global Security, with a timely request of the Issuer, the Guarantors, the Trustee or any Paying Agent addressed to such Holder
or beneficial owner, as the case may be, (i) to provide information concerning the nationality, residence or identity of
such Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or
reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative
practice of any Relevant Jurisdiction or any political subdivision or taxing authority thereof or therein as a precondition to
exemption from all or part of such withholding, deduction, tax, duty, assessment or other governmental charge (including without
limitation the filing of a United States Internal Revenue Service (“IRS”) Form W-8 BEN, W-8 BEN-E, W-8 ECI or
W-9);


 


(f)            any
withholding, deduction, duty, tax, assessment or other governmental charge which is imposed or withheld by or by reason of the
Australian Commissioner of Taxation giving a notice under section 255 of the Income Tax Assessment Act 1936 (Cth) of Australia
or section 260-5 of Schedule 1 of the Taxation Administration Act 1953 (Cth) of Australia;


 


(g)            any
taxes imposed or withheld by reason of the failure of the holder or beneficial owner of the Securities to comply with (a) the
requirements of Sections 1471 through 1474 (commonly known as “FATCA”) of the Code, as of the date hereof (or any
amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury
regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471
of the Code, (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction or relating to
any intergovernmental agreement between the United States and any other jurisdiction, which, in either case, facilitates the implementation
of clause (a) above and (c) any agreement pursuant to the implementation of clauses (a) and (b) above with
the IRS, the U.S. government or any governmental or taxation authority in any other jurisdiction;


 






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(h)            any
combination of items (1), (2), (3), (4), (5) and (6);


 


nor shall Additional Amounts be paid to any such
Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment on
a Security or Guarantee would, under the laws of any Relevant Jurisdiction or any political subdivision or taxing authority thereof
or therein, be treated as being derived or received for tax purposes by a beneficiary or settlor with respect to such fiduciary
or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been
the Holder of the Security or Guarantee;


 


(5)            the
Person formed by such consolidation or into which the Issuer or Guarantor is merged or to whom the Issuer or Guarantor has conveyed,
transferred or leased its properties or assets (if such Person is organized and validly existing under the laws of a jurisdiction
other than the United States, any State thereof or the District of Columbia, Jersey, Australia or the United Kingdom or, in each
case, any state or territory thereof) agrees to indemnify the Holder of each Security against (a) any tax, assessment or
governmental charge imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence
of such consolidation, merger, conveyance, transfer or lease which is imposed or levied by or on behalf of that jurisdiction or
any political subdivision or taxing authority thereof or therein as at that date such consolidation, merger, conveyance, transfer
or lease is effective and (b) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease;
and


 


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


 






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Section 802.        Successor
Substituted.


 


Upon any consolidation of the Issuer or any
Guarantor with, or merger of the Issuer or any Guarantor into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Issuer or a Guarantor substantially as an entirety in accordance with Section 801, the successor Person
formed by such consolidation or into which the Issuer or such Guarantor is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor, as
applicable, under this Indenture with the same effect as if such successor Person had been named as the Issuer or a Guarantor,
as applicable, herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.


 


ARTICLE Nine


 


Supplemental
Indentures


 


Section 901.        Supplemental
Indentures Without Consent of Holders.


 


Without the consent of any Holders, the Issuer
or a Guarantor, when authorized by a Board Resolution of the Issuer or such Guarantor, as applicable, and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the
Trustee, for any of the following purposes:


 


(1)            to
evidence the succession or substitution of another Person to the Issuer or a Guarantor and the assumption by any such successor
of the covenants of the Issuer or such Guarantor, as the case may be, herein and in the Securities; or


 


(2)            to
add to the covenants of the Issuer or the Guarantors or to surrender any right or power herein conferred upon the Issuer or a
Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants or surrenders are to be for
the benefit of less than all series of Securities, stating that such covenants or surrenders are expressly included solely for
the benefit of such series); or


 


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


 


(4)            to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in uncertificated form; or


 


(5)            to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights
of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such
Security Outstanding; or


 






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(6)            to
add a New Guarantor by way of a New Guarantor Supplemental Indenture or to release a Guarantor as permitted by and in accordance
with the requirements of this Indenture; or


 


(7)            to
secure the Securities (pursuant to the requirements of Section 1008 or otherwise); or


 


(8)            to
establish the form or terms of Securities of any series as contemplated by Section 201 or 301; or


 


(9)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or


 


(10)         to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that
such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series
in any material respect; or


 


(11)         to
conform the text of the Securities of any series to any provision of the description of such Securities in the offering document
used in connection with the offering of such Securities to the extent that such provisions were intended to be a verbatim recitation
of any provision of such Securities; or


 


(12)            to
make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect.


 


Section 902.        Supplemental
Indentures With Consent of Holders.


 


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


 


(1)            Change
the Stated Maturity of, or any installment of, the principal, premium (if any) or rate of interest on the Outstanding Securities
or the rate of interest on the Outstanding Securities or change any obligation to pay Additional Amounts or Successor Additional
Amounts on the Outstanding Securities;


 






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(2)            Change
the place or currency of payment on the Outstanding Securities;


 


(3)            Impair
the ability of any Holder to sue for payment;


 


(4)            Reduce
the amount of principal payable upon acceleration of the maturity of the Outstanding Securities following an Event of Default;


 


(5)            Reduce
any amounts due on the Outstanding Securities;


 


(6)            Reduce
the aggregate principal amount of the Outstanding Securities the consent of the Holders of which is needed to modify or amend
this Indenture;


 


(7)            Reduce
the aggregate principal amount of the Outstanding Securities of any series the consent of the Holders of which is needed to waive
compliance with certain provisions of this Indenture or to waive certain defaults;


 


(8)            Modify
in a way that adversely affects Holders any other aspect of the provisions dealing with modification of or waiver under this Indenture;


 


(9)            Reduce
the premium payable upon a Change of Control or, at any time after a Change of Control Triggering Event has occurred, amend, change
or modify in any material respect the obligations of the Issuer to make and complete the Change of Control Offer;


 


(10)            Waive
a default or an Event of Default in the payment of principal of, or interest or premium, if any, on the Securities (except a rescission
of acceleration of any series of Securities by the Holders of at least a majority in aggregate principal amount of the Outstanding
Securities of such series, and a waiver of the payment default that resulted from such acceleration);


 


(11)            Subordinate
the Securities of any series or the Guarantees as applicable to such series to any other obligation of the Issuer or any of the
Guarantors;


 


(12)            Modify
in a way that adversely affects Holders the terms and conditions of the Guarantors’ payment obligations (including with
respect to Additional Amounts) under the Securities;


 


(13)            Release
any Guarantee (other than in accordance with this Indenture); or


 


(14)            Change
the provisions of this Section 902.


 


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


 






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


 


Section 903.          Execution
of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601 and 603) shall be fully protected
in relying upon, in addition to the documents required by Section 102, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to such execution and
delivery of such supplemental indenture have been satisfied. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 904.           Effect
of Supplemental Indentures.


 


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


 


Section 905.           Reference
in Securities to Supplemental Indentures.


 


Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuer, to any such
supplemental indenture may be prepared and executed by the Issuer, and such Securities may be authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


 


ARTICLE Ten


 


Covenants


 


Section 1001.         Payment
of Principal, Premium and Interest.


 


The Issuer covenants and agrees for the benefit
of each series of Securities that it shall duly and punctually pay the principal of and any premium and interest on the Securities
of such series (and any Additional Amounts or Successor Additional Amounts in respect thereof) in accordance with the terms of
the Securities and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if on such
date the Trustee or the Paying Agent holds, in accordance with this Indenture, money sufficient to pay all principal, premium,
if any, and interest then due. The Issuer agrees to deposit such funds with the Trustee or Paying Agent one Business Day prior
to the date on which such principal, premium, if any, and interest is due.


 



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Section 1002.         Maintenance of Office or Agency.


 


The Issuer shall maintain in each Place of
Payment for any series of Securities an office or agency where Securities of such series 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 Issuer in respect of the Securities of such series and this Indenture may be served; provided that no Security Register
shall be located in the United Kingdom or Australia. The Issuer shall give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. The Company initially designates the Corporate Trust Office of the Trustee
as such office or agency. If at any time the Issuer 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 Issuer hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


The Issuer may also from time to time, without
the consent of the Holders of the Securities, designate one or more other offices or agencies where the Securities of one or more
series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such purposes.


 


The Issuer shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.


 


Section 1003.         Money
for Securities Payments to Be Held in Trust.


 


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


 


Whenever the Issuer shall have one or more
Paying Agents for any series of Securities, it shall, on or prior to each due date of the principal of or any premium or interest
(and Additional Amounts and Successor Additional Amounts) on any Securities of such series, deposit with a Paying Agent a sum
sufficient to pay such amount and with sufficient time to meet any applicable payment system deadline to make such payment in
respect of the Securities of each such series, such sum to be held in trust for the benefit of the Persons entitled to such principal
or any premium or interest, and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee in writing
of its action or failure so to act.


 






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


 


The Issuer may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Any money deposited with the Trustee or any
Paying Agent, or then held by the Issuer or a Guarantor, in trust for the payment of the principal of or any premium or interest
(or Additional Amounts or Successor Additional Amounts) on any Security of any series and remaining unclaimed for two years after
such principal, premium, interest (or Additional Amounts or Successor Additional Amounts) has become due and payable shall, upon
receipt of a Issuer Request, be paid to the Issuer or a Guarantor by the Trustee or such Paying Agent, or (if then held by the
Issuer or a Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Issuer or a Guarantor for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Issuer or such Guarantor as trustee thereof, shall thereupon
cease.


 


Section 1004.         Statement
by Officers as to Default.


 


The Parent Guarantor shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Issuer ending after the date hereof, an Officer’s Certificate
of the Parent Guarantor stating whether or not to the best knowledge of the signers thereof the Issuer and the Guarantors are
in compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of
notice provided hereunder) and, if the Issuer or a Guarantor shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge.


 



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Section 1005.         Existence.


 


Subject to Article Eight, the Issuer
and each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its respective
corporate existence, rights (charter and statutory) and franchises necessary to conduct its business; provided, however,
that neither the Issuer nor any Guarantor shall be required to preserve any such right or franchise if the Board of Directors
of such Person shall determine in a Board Resolution that the preservation thereof is no longer desirable in the conduct of its
business and that the loss thereof would not have a material adverse effect on such Person’s ability to perform its obligations
under this Indenture or any Securities or Guarantees.


 


Section 1006.         Payment
of Taxes and Other Claims.


 


The Issuer and each Guarantor shall pay or
discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon it or upon the income, profits or property of it, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, would by law become a lien upon the property of the Issuer or such Guarantor; provided,
however, that neither the Issuer nor any Guarantor shall be required to pay or discharge or cause to be paid or discharged
any such tax, assessment, charge or claim (A) whose amount, applicability or validity is being contested in good faith by
appropriate proceedings, or (B) where the failure to pay or discharge or to cause to be paid or discharged such tax, assessment,
charge or claim would (in the opinion of any two Authorized Officers and/or Directors of the Issuer set forth in an Officer’s
Certificate delivered to the Trustee) not (i) result in a material adverse effect on the financial condition of the Parent
Guarantor and its Subsidiaries, taken as a whole, or (ii) have an adverse effect on the legality, validity or enforceability
of the Securities or the Guarantees.


 


Section 1007.         Additional
Amounts.


 


All payments of, or in respect of, principal
of, and any premium and interest on, the Securities, and all payments pursuant to any Guarantee, shall be made without withholding
or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature
imposed or levied by or on behalf of the United States (including the District of Columbia and any state, possession or territory
thereof), Jersey, Australia, the United Kingdom or any other jurisdiction in which the Issuer or any Guarantor is or becomes a
resident for tax purposes (whether by merger, consolidation or otherwise) or through which the Issuer or any Guarantor makes payment
on the Securities or any Guarantee (each a “Relevant Jurisdiction”) or any political subdivision or taxing authority
of any of the foregoing, unless such taxes, duties, assessments or governmental charges are required by the law of the Relevant
Jurisdiction or any political subdivision or taxing authority thereof or therein, to be withheld or deducted. In that event, the
Issuer or the Guarantors, as applicable, shall pay such additional amounts (“Additional Amounts”) as will result (after
deduction of such taxes, duties, assessments or other governmental charges and any additional taxes, duties, assessments or other
governmental charges payable in respect of such Additional Amounts) in the payment to the holder of each Security of the amounts
which would have been payable in respect of such Security or Guarantee had no such withholding or deduction been required, except
that no Additional Amounts shall be so payable for or on account of:


 






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(1)            any
withholding, deduction, tax, duty, assessment or other governmental charge which would not have been imposed but for the fact
that such Holder or beneficial owner of the Security:


 


(a)            was
a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present
in, the United States, Jersey, Australia, the United Kingdom, or other Relevant Jurisdiction or otherwise had some connection
with the United States, Jersey, Australia, the United Kingdom, or other Relevant Jurisdiction other than the mere ownership of,
or receipt of payment under, such Security or Guarantee;


 


(b)            presented
such Security or Guarantee for payment in any Relevant Jurisdiction, unless such Security or Guarantee could not have been presented
for payment elsewhere;


 


(c)            presented
such Security or Guarantee (where presentation is required) more than thirty (30) days after the date on which the payment in
respect of such Security or Guarantee first became due and payable or provided for, whichever is later, except to the extent that
the Holder would have been entitled to such Additional Amounts if it had presented such Security or Guarantee for payment on any
day within such period of thirty (30) days; or


 


(d)            with
respect to any withholding or deduction of taxes, duties, assessments or other governmental charges imposed by the United States,
or any of its territories or any political subdivision thereof or any taxing authority thereof or therein, is or was with respect
to the United States a citizen or resident of the United States, treated as a resident of the United States, present in the United
States, engaged in business in the United States, a Person with a permanent establishment or fixed base in the United States,
a “ten percent shareholder” of the Issuer or a Guarantor, a passive foreign investment company, or a controlled foreign
corporation, or has or has had some other connection with the United States (other than the mere receipt of a payment or the ownership
of holding a Security);


 


(2)            any
estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or any withholding
or deduction on account of such tax, assessment or other government charge;


 


(3)            any
tax, duty, assessment or other governmental charge which is payable otherwise than by withholding or deduction from payments of
(or in respect of) principal of, or any premium and interest on, the Securities or the Guarantees thereof;


 


(4)            any
withholding, deduction, tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure
to comply in a timely manner by the Holder of such Security or, in the case of a Global Security, the beneficial owner of such
Global Note, with a timely request of the Issuer, the Guarantors, the Trustee or any Paying Agent addressed to such Holder or
beneficial owner, as the case may be, (a) to provide information concerning the nationality, residence or identity of such
Holder or such beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting
requirement, which, in the case of (a) or (b), is required or imposed by a statute, treaty, regulation or administrative
practice of any Relevant Jurisdiction or any political subdivision or taxing authority thereof or therein as a precondition to
exemption from all or part of such withholding, deduction, tax, duty, assessment or other governmental charge (including without
limitation the filing of an IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-9);


 






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(5)            any
withholding, deduction, tax, duty, assessment or other governmental charge which is imposed or withheld by or by reason of the
Australian Commissioner of Taxation giving a notice under section 255 of the Income Tax Assessment Act 1936 (Cth) of Australia
or section 260-5 of Schedule 1 of the Taxation Administration Act 1953 (Cth) of Australia or under a similar provision;


 


(6)            any
taxes imposed or withheld by reason of the failure of the holder or beneficial owner of the Securities to comply with (a) the
requirements of FATCA, as of the date hereof (or any amended or successor version that is substantively comparable and not materially
more onerous to comply with), the U.S. Treasury regulations issued thereunder or any official interpretation thereof or any agreement
entered into pursuant to Section 1471 of the Code, (b) any treaty, law, regulation or other official guidance enacted
in any other jurisdiction or relating to any intergovernmental agreement between the United States and any other jurisdiction,
which, in either case, facilitates the implementation of clause (a) above and (c) any agreement pursuant to the implementation
of clauses (a) and (b) above with the IRS, the U.S. government or any governmental or taxation authority in any other
jurisdiction; or


 


(7)            any
combination of items (1), (2), (3), (4), (5) and (6);


 


nor shall Additional Amounts be paid to any such Holder who
is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment on a Security
or Guarantee would, under the laws of any Relevant Jurisdiction or any political subdivision or taxing authority thereof or therein,
be treated as being derived or received for tax purposes by a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of
the Security or Guarantee.


 


Whenever there is mentioned, in any context,
any payment of or in respect of the principal of, or any premium or interest on, any Security of any series (or any payments pursuant
to the Guarantees thereof), such mention shall be deemed to include mention of the payment of Additional Amounts or Successor
Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts or Successor Additional
Amounts are, were or would be payable in respect thereof pursuant to this Indenture, and any express mention of the payment of
Additional Amounts or Successor Additional Amounts in any provisions of this Indenture shall not be construed as excluding Additional
Amounts or Successor Additional Amounts in those provisions of this Indenture where such express mention is not made.


 






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At least ten (10) days prior to each
date on which any payment under or with respect to the Securities is due and payable, if the Issuer shall be obligated to pay
Additional Amounts with respect to such payment, the Issuer shall deliver to the Trustee and the principal Paying Agent an Officer’s
Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other
information necessary to enable the Trustee and such Paying Agent to pay such Additional Amounts to the Holders on the payment
date; provided, however, that if ten (10) days prior to each date on which any such payment is due and payable the
amount of such payment has not yet been determined, the Issuer shall notify the Trustee of such amount promptly after such amount
has been determined.


 


Section 1008.         Limitation
on Liens


 


For so long as any of the Securities or the
Guarantees are outstanding, the Parent Guarantor shall not, and shall not permit any Subsidiary to, create, assume, incur, issue
or otherwise have outstanding any Lien upon, or with respect to, any of the present or future business, property, undertaking,
assets or revenues (including, without limitation, any Equity Interests and uncalled capital), whether now owned or hereafter
acquired (together, “assets”) of the Parent Guarantor or such Subsidiary, to secure any Indebtedness, unless the Securities
and Guarantees are secured by such Lien equally and ratably with (or prior to) such Indebtedness, except for the following, to
which this covenant shall not apply:


 


(1)            Liens
on assets securing Indebtedness of the Parent Guarantor or such Subsidiary outstanding on the Issue Date;


 


(2)            Liens
on assets securing Indebtedness owing to the Parent Guarantor or any Subsidiary (other than a Project Subsidiary);


 


(3)            Liens
existing on any asset prior to the acquisition of such asset by the Parent Guarantor or any Subsidiary after the Issue Date, provided
that (i) such Lien has not been created in anticipation of such asset being so acquired, (ii) such Lien shall not
apply to any other asset of the Parent Guarantor or any Subsidiary, other than to proceeds and products of, and, in the case of
any assets other than Equity Interests, after-acquired property that is affixed or incorporated into, the assets covered by such
Lien on the date of such acquisition of such assets, (iii) such Lien shall secure only the Indebtedness secured by such Lien
on the date of such acquisition of such asset and (iv) such Lien shall be discharged within one year of the date of acquisition
of such asset or such later date as may be the date of the maturity of the Indebtedness that such Lien secures if such Indebtedness
is fixed interest rate indebtedness that provides a commercial financial advantage to the Parent Guarantor and the Subsidiaries;


 


(4)            Liens
on any assets of a Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated
with or into a Subsidiary) after the Issue Date that existed prior to the time such Person becomes a Subsidiary (or is so merged
or consolidated), provided that (i) such Lien has not been created in anticipation of such Person becoming a Subsidiary
(or such merger or consolidation), (ii) such Lien shall not apply to any other asset of the Parent Guarantor or any Subsidiary,
other than to proceeds and products of, and, in the case of any assets other than Equity Interests, after-acquired property that
is affixed or incorporated into, the assets covered by such Lien on the date such Person becomes a Subsidiary (or is so merged
or consolidated), (iii) such Lien shall secure only the Indebtedness secured by such Lien on the date such Person becomes
a Subsidiary (or is so merged or consolidated) and (iv) such Lien shall be discharged within one year of the date such Person
becomes a Subsidiary (or is so merged or consolidated) or such later date as may be the date of the maturity of the Indebtedness
that such Lien secures if such Indebtedness is fixed interest rate indebtedness that provides a commercial financial advantage
to the Parent Guarantor and the Subsidiaries;


 






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(5)            Liens
created to secure Indebtedness, directly or indirectly, incurred for the purpose of purchasing Equity Interests or other assets
(other than real or personal property of the type contemplated by clause (6) below), provided that (i) such Lien
shall secure only such Indebtedness incurred for the purpose of purchasing such assets, (ii) such Lien shall apply only to
the assets so purchased (and to proceeds and products of, and, in the case of any assets other than Equity Interests, any subsequently
after-acquired property that is affixed or incorporated into, the assets so purchased) and (iii) such Lien shall be discharged
within two years of such Lien being granted;


 


(6)            Liens
created to secure Indebtedness incurred for the purpose of acquiring or developing any real or personal property or for some other
purpose in connection with the acquisition or development of such property, provided that (i) such Lien shall secure
only such Indebtedness, (ii) such Lien shall not apply to any other assets of the Parent Guarantor or any Subsidiary, other
than to proceeds and products of, and after-acquired property that is affixed or incorporated into, the property so acquired or
developed and (iii) the rights of the holder of the Indebtedness secured by such Lien shall be limited to the property that
is subject to such Lien, it being the intention that the holder of such Lien shall not have any recourse to the Parent Guarantor
or any Subsidiaries personally or to any other property of the Parent Guarantor or any Subsidiary;


 


(7)            Liens
for any borrowings from any financial institution for the purpose of financing any import or export contract in respect of which
any part of the price receivable is guaranteed or insured by such financial institution carrying on an export credit guarantee
or insurance business, provided that (i) such Lien applies only to the assets that are the subject of such import
or export contract and (ii) the amount of Indebtedness secured thereby does not exceed the amount so guaranteed or insured;


 


(8)            Liens
for Indebtedness from an international or governmental development agency or authority to finance the development of a specific
project, provided that (i) such Lien is required by applicable law or practice and (ii) the Lien is created only
over assets used in or derived from the development of such project;


 


(9)            any
Lien created in favor of co-venturers of the Parent Guarantor or any Subsidiary pursuant to any agreement relating to an unincorporated
joint venture, provided that (i) such Lien applies only to the Equity Interests in, or the assets of, such unincorporated
joint venture and (ii) such Lien secures solely the payment of obligations arising under such agreement;


 






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(10)            Liens
over goods and products, or documents of title to goods and products, arising in the ordinary course of business in connection
with letters of credit and similar transactions, provided that such Liens secure only the acquisition cost or selling price
(and amounts incidental thereto) of such goods and products required to be paid within 180 days;


 


(11)            Liens
arising by operation of law in the ordinary course of business of the Parent Guarantor or any Subsidiary;


 


(12)            Liens
created by the Parent Guarantor or any Subsidiary over a Project Asset of the Parent Guarantor or such Subsidiary, provided
that such Lien secures only (i) in the case of a Lien over assets referred to in clause (a) of the definition of
Project Assets, Limited Recourse Indebtedness incurred by the Parent Guarantor or such Subsidiary or (ii) in the case of
a Lien over Equity Interests referred to in clause (b) of the definition of Project Assets, Limited Recourse Indebtedness
incurred by the direct Subsidiary of the Parent Guarantor or such Subsidiary;


 


(13)            Liens
arising under any netting or set-off arrangement entered into by the Parent Guarantor or any Subsidiary in the ordinary course
of its banking arrangements for the purpose of netting debit and credit balances of the Parent Guarantor or any Subsidiary;


 


(14)            Liens
incurred in connection with any extension, renewal, replacement or refunding (together, a “refinancing”) of any Lien
permitted in clauses (1) through (13) above and any successive refinancings thereof permitted by this clause (12) (each,
an “Existing Security”), provided that (i) such Liens do not extend to any asset that was not expressed
to be subject to the Existing Security, (ii) the principal amount of Indebtedness secured by such Liens does not exceed the
principal amount of Indebtedness that was outstanding and secured by the Existing Security at the time of such refinancing and
(iii) any refinancing of an Existing Security incurred in accordance with clauses (3) through (5) above (and any
subsequent refinancings thereof permitted by this clause (12)) will not affect the obligation to discharge such Liens within the
time frames that applied to such Existing Security at the time it was first incurred (as specified in the applicable clause);


 


(15)            any
Lien arising as a result of a Change in Lease Accounting Standard; and


 


(16)            other
Liens by the Parent Guarantor or any Subsidiary securing Indebtedness, provided that, immediately after giving effect to
the incurrence or assumption of any such Lien or the incurrence of any Indebtedness secured thereby, the aggregate principal amount
of all outstanding Indebtedness of the Parent Guarantor and any Subsidiary secured by any Liens pursuant to this clause (13) shall
not exceed 10% of Total Tangible Assets at such time.


 






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Section 1009.         Offer
to Purchase Upon Change of Control Triggering Event.


 


Any Securities of any series that require
that the Issuer make an offer to purchase upon a Change of Control Triggering Event shall be purchased by the Issuer in accordance
with their terms and (except as otherwise established as contemplated by Section 301 for the Securities of such series) in
accordance with this Section 1009. Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has previously
exercised its right to redeem the Securities in accordance with their respective terms, each Holder of Securities of such series
will have the right to require the Issuer to purchase all or a portion of such Holder’s Securities pursuant to the offer
described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof
plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of Holders of the Securities on the relevant
Record Date to receive interest due on the relevant Interest Payment Date.


 


Within 30 days following the date upon which
the Change of Control Triggering Event occurred, or at the Issuer’s option, prior to any Change of Control, but after the
public announcement of the pending Change of Control, the Issuer shall send, by first class mail, a notice to each Holder of Securities
of such series, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall
describe the transaction or transactions that constitute the Change of Control and shall state:


 


(i)            that
the Change of Control Offer is being made pursuant to this Section 1009 of this Indenture;


 


(ii)           that
the Issuer is required to offer to purchase all of the outstanding principal amount of Securities, the purchase price and, that
on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed, other than as may be required by law (the “Change of Control Payment Date”), the Issuer shall repurchase
the Securities validly tendered and not withdrawn pursuant to this Section 1009;


 


(iii)           if
mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned
on the Change of Control being consummated on or prior to the Change of Control Payment Date;


 


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


 


(v)            that
Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control
Payment Date;


 


(vi)           that
Holders electing to have a Security purchased pursuant to a Change of Control Offer may elect to have all, or any portion of such
Security, purchased;


 



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(vii)            that
Holders of Securities of such series electing to have Securities purchased pursuant to a Change of Control Offer shall be required
to surrender their Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the relevant
Security, or such other customary documents of surrender and transfer as the Issuer may reasonably request, duly completed, or
transfer the relevant Security by book-entry transfer, to the paying agent at the address specified in the notice prior to the
Change of Control Payment Date;


 


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


 


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


 


The Issuer shall not be required to make a
Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements
for such an offer made by the Issuer and such third party purchases all corresponding Securities of such series properly tendered
and not withdrawn under its offer.


 


The Issuer shall comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Securities pursuant to a Change of Control Offer. To the extent
that any securities laws or regulations conflict with the provisions of this Section 1009, the Issuer shall comply with the
applicable securities laws and regulations and shall be deemed not to have breached its obligations under this Indenture by virtue
thereof.


 


Section 1010.        New Guarantors.


 


The Parent Guarantor covenants and agrees
that if any Subsidiary of the Parent Guarantor that is not a Guarantor becomes a Relevant Guarantor, then within 30 days of such
Subsidiary becoming a Relevant Guarantor, the Parent Guarantor shall cause such Relevant Guarantor to also become a Subsidiary
Guarantor (each, a “New Guarantor”) of all amounts due and owing on the Outstanding Securities by having the New Guarantor,
the Issuer and the Trustee delivering a New Guarantor Supplemental Indenture within such 30 days, provided that such New
Guarantor’s Guarantee may contain any limitation required under the laws of the jurisdiction in which it is organized, or
which are substantially similar to the limitations contained in such other new guarantees given by the New Guarantor in relation
to the Specified Indebtedness giving rise to its status as a Relevant Guarantor.


 


Upon execution and delivery by the New Guarantor
of its New Guarantor Supplemental Indenture and any other documents provided for in this Section 1010, the New Guarantor shall
be a Guarantor for the purposes of this Indenture (and shall be deemed to be added to the list of Guarantors contained in Schedule
1 hereto) and for purposes of all amounts due and owing on all Outstanding Securities. In connection therewith, (i) the rights
and obligations of such New Guarantor and the restrictions imposed upon it under this Indenture shall be the same in all respects
as if the New Guarantor had been an Original Guarantor and (ii) the rights and obligations and restrictions imposed upon the
other Guarantors shall be the same in all respects as if the New Guarantor had been an Original Guarantor.


 






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Section 1011.       Waiver of Certain
Covenants.


 


Except as otherwise established as contemplated
by Section 301 for the Securities of any series, the Issuer may, with respect to the Securities, omit in any particular instance
to comply with any term, provision or condition set forth in any of Sections 1005, 1008 or 1009 (subject to Section 902(9)),
if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of
such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the Guarantors and the duties
of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


Section 1012.        Stamp,
Documentary and Similar Taxes.


 


The Issuer and the Guarantors jointly and
severally agree to pay all stamp, documentary or similar duties, taxes or fees which may be payable in respect of the execution
and delivery or the enforcement of this Indenture, any Guarantee or any Security and the execution and delivery (but not the transfer)
or the enforcement of any of the Securities or Guarantees in the United States or of any amendment of, supplement to, or waiver
or consent under or with respect to, this Indenture, any Guarantee or any Security, and to pay any value added, goods and services
or similar tax due and payable in respect of reimbursement of costs and expenses by the Issuer pursuant to this Section 1012,
and shall save the Trustee and each Holder to the maximum extent permitted by applicable law harmless against any loss or liability
resulting from nonpayment or delay in payment of such tax required to be paid by the Issuer and the Guarantors hereunder; provided,
however, that neither the Issuer nor any Guarantor shall be required to pay any such duty, tax or fee to the extent such nonpayment
or delay in payment results from any action or inaction of the Trustee.


 


ARTICLE Eleven


 


Redemption
of Securities


 


Section 1101.        Applicability
of Article.


 


The Securities of any series that are redeemable
may be redeemed, in whole or in part from time to time, before their Stated Maturity and shall be redeemable in accordance with
their terms and (except as otherwise established as contemplated by Section 301 for the Securities of such series) in accordance
with the provisions of this Article.


 






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Section 1102.       Election
to Redeem; Notice to Trustee.


 


The election of the Issuer to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.
In case of any redemption at the election of the Issuer of less than all the Securities of any series (including any such redemption
affecting only a single Security), the Issuer shall, at least 60 days prior to the Redemption Date fixed by the Issuer (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount
of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities
established as contemplated by Section 301, the Issuer shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction.


 


Section 1103.       Selection of
Securities to Be Redeemed.


 


If less than all the Securities of any series
are to be redeemed (unless such redemption affects only a single Security, in which case this Section 1103 shall not apply),
the particular Securities to be redeemed shall be selected not more than 60 days or less than 30 days prior to the Redemption Date,
from the Outstanding Securities of such series not previously called for redemption, either (i) in compliance with the requirement
of the applicable clearing systems, if the Securities are held through any clearing systems, or (ii) by the Trustee on a pro
rata basis, by lot or by such other method as the Trustee deems fair and appropriate, if the Securities are not held through
any clearing systems, and in either case 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.


 


The Trustee shall promptly notify the Issuer
in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption
as aforesaid, the principal amounts thereof to be redeemed.


 


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


 


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


 






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Section 1104.       Notice of Redemption.


 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities
to be redeemed, at his address appearing in the Security Register.


 


All notices of redemption shall state:


 


(1)            the
Redemption Date,


 


(2)            the
Redemption Price and the amount of any accrued and unpaid interest payable on the Redemption Date,


 


(3)            the
CUSIP or other identifying number of such Securities to be redeemed,


 


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


 


(5)            that
on the Redemption Date the Redemption Price (together with any accrued and unpaid interest payable on the Redemption Date) will
become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on
and after said date, and


 


(6)            the
place or places where such Securities are to be surrendered for payment of the Redemption Price, and accrued interest, if any.


 


Notice of redemption of Securities to be redeemed
at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at
the expense of the Issuer.


 


Section 1105.       Deposit of
Redemption Price.


 


Not later than one Business Day prior to any
Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to
be redeemed on that date.


 


Section 1106.       Securities
Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price applicable
thereto, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Issuer at the Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Date according to their terms and the provisions of Section 307.


 






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If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption
Date at the rate prescribed therefor in the terms of the Security established as contemplated by Section 301.


 


Section 1107.        Securities
Redeemed in Part.


 


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


 


Section 1108.      Optional
Redemption Due to Changes in Tax Treatment.


 


Unless otherwise specified as contemplated
by Section 301 with respect to any series of Securities, if, as the result of (a) any change in or any amendment to the
laws, regulations or published tax rulings of any Relevant Jurisdiction, or of any political subdivision or taxing authority thereof
or therein, affecting taxation, or (b) any change in the official administration, application or interpretation by a relevant
court or tribunal, government or government authority of any Relevant Jurisdiction of such laws, regulations or published tax rulings
either generally or in relation to the Securities or the Guarantees, which change or amendment is proposed and becomes effective
on or after the later of (x) the original issue date of such Securities or Guarantees or (y) the date on which a jurisdiction
becomes a Relevant Jurisdiction (whether by consolidation, merger or transfer of assets of the Issuer or any Guarantor, change
in place of payment on the Securities or Guarantees or otherwise) or which change in official administration, application or interpretation
shall not have been available to the public prior to such original issue date or the date on which such jurisdiction becomes a
Relevant Jurisdiction (whichever is later), the Issuer or the Guarantors would be required to pay any Additional Amounts pursuant
to Section 1007 of this Indenture or the terms of any Guarantee in respect of interest on the next succeeding Interest Payment
Date (assuming, in the case of the Guarantors, a payment in respect of such interest was required to be made by the Guarantors
under the Guarantees thereof on such Interest Payment Date and the Guarantors would be unable, for reasons outside their control,
to procure payment by the Issuer), and the obligation to pay Additional Amounts cannot be avoided by the use of commercially reasonable
measures available to the Issuer or to the applicable Guarantor, as the case may be, the Issuer may, at its option, redeem all
(but not less than all) of the Securities in respect of which such Additional Amounts would be so payable at any time, upon not
less than 30 nor more than 60 days’ written notice as provided in Sections 1102 and 1104, at a Redemption Price equal to
100% of the outstanding principal amount thereof plus accrued and unpaid interest due thereon up to, but not including, the date
fixed for redemption; provided, however, that:


 






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(1)            no
such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or the applicable Guarantor
would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the applicable Guarantee thereof
then due, and


 


(2)            at
the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect.


 


Prior to the publication or mailing of any
notice of any redemption of any Securities pursuant to this Section, the Issuer, the applicable Guarantor or any Person with whom
the Issuer or the applicable Guarantor has consolidated or merged, or to whom the Issuer or the applicable Guarantor has conveyed
or transferred or leased all or substantially all of its properties or assets (the successor Person in any such transaction, a
 “Successor Person”), as the case may be, shall provide the Trustee with an Opinion of Counsel to the effect that the
conditions precedent to the right of the Issuer to redeem such Securities pursuant to this Section have occurred and a certificate
signed by a Director or an Authorized Officer stating that the obligation to pay Additional Amounts with respect of such Securities
cannot be avoided by taking measures that the Issuer, the applicable Guarantor or the Successor Person, as determined by the Board
of Directors of the Issuer or the Successor Person, as the case may be, believes in good faith are commercially reasonable.


 


ARTICLE Twelve


 


Defeasance
and Covenant Defeasance


 


Section 1201.       Option to Effect
Defeasance or Covenant Defeasance.


 


The Issuer or the Guarantors may, at any time,
elect to have either Section 1202 or Section 1203 be applied to all the Outstanding Securities of any series designated
pursuant to Section 301 as being defeasible pursuant to this Article Twelve, upon compliance with the applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article Twelve. Any
such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such
Securities.


 






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Section 1202.       Defeasance
and Discharge.


 


Upon the Issuer’s or Guarantor’s
exercise of the option provided in Section 1201 to have this Section 1202 applied to the Outstanding Securities of any
series, the Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to
all the Outstanding Securities of any series, as provided in this Section 1202 on and after the date the applicable conditions
set forth in Section 1204 are satisfied (hereinafter called “Defeasance”) with respect to such Securities. For
this purpose, such Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all of its other obligations under the Securities of such series
and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the expense of the Issuer, shall
execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or
discharged hereunder: (1) the rights of Holders of the Outstanding Securities of such series to receive, solely from the trust
fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities of such series when payments are due, (2) the Issuer’s and each Guarantor’s
obligations with respect to such Securities of such series under Sections 304, 305, 306, 1002, 1003 and 1007, (3) the rights
(including without limitation, the rights set forth in Section 607), powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or a Guarantor may defease any Securities
pursuant to this Section notwithstanding the prior Covenant Defeasance of such Securities pursuant to Section 1203.


 


Section 1203.       Covenant Defeasance.


 


Upon the Issuer’s or a Guarantor’s
exercise of the option provided in Section 1201 to have this Section 1203 applied to the Outstanding Securities of any
series, on and after the date the applicable conditions set forth in Section 1204 are satisfied (hereinafter called “Covenant
Defeasance”) with respect to the Outstanding Securities of any series, pursuant to this Section 1203, (1) the Issuer
and the Guarantors shall be released from their respective obligations under Section 801, 1008, 1009, 1010 and 1301, and (2) the
occurrence of any event specified in Sections 501(3), 501(4), 501(5) or 501(7)(a) with respect to any obligations referred
to in clause (1) of this Section 1203 shall be deemed not to be or result in an Event of Default, in each case with respect
to the Outstanding Securities of such series as provided in this Section. For this purpose, such Covenant Defeasance means that
the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly
or indirectly by reason of any reference elsewhere herein to any such Section or Article or by reason of any reference
in any such Section or Article to any other provision herein or in any other document, but the remainder of this Indenture
and the Securities of such series shall be unaffected thereby.


 


Section 1204.       Conditions
to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to the
Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities
of any series:


 


(1)          The
Issuer or a Guarantor shall elect by Board Resolution to effect a Defeasance pursuant to Section 1202 or a Covenant Defeasance
pursuant to Section 1203.


 






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(2)          The
Issuer or a Guarantor, as the case may be, shall irrevocably have deposited or caused to be deposited with the Trustee (or another
trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Outstanding Securities of such series, (a) money in an amount, (b) U.S.
Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment, money in an amount or (c) a combination thereof,
in each case, sufficient to pay all the principal of, and any premium and interest (and any Additional Amounts then known) on the
Outstanding Securities of such series and any Additional Amounts then known thereon on the respective Stated Maturities, in accordance
with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligations” means
direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including
any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged
and which are not callable at the issuer’s option.


 


(3)          In
the event of a Defeasance pursuant to Section 1202, the Issuer or the applicable Guarantor shall have delivered to the Trustee
an Opinion of Counsel stating that (x) the Issuer or such Guarantor has received from, or there has been published by, the
IRS a ruling or (y) since the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law,
in either case (x) or (y) to the effect that, and based thereon such opinion shall confirm that, the beneficial owners
of the Outstanding Securities of such series and will not recognize gain or loss for U.S. Federal income tax purposes as a result
of the deposit, Defeasance and discharge to be effected with respect to the Outstanding Securities of such series and will be subject
to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance
and discharge were not to occur.


 


(4)          In
the event of a Covenant Defeasance pursuant to Section 1203, the Issuer or the applicable Guarantor shall have delivered to
the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Outstanding Securities of such series will not
recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.


 


(5)          Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (as if the provisions of the Trust Indenture Act applied to this Indenture) (assuming all Securities are in default within
the meaning of such Act and that such Act applied to this Indenture).


 


(6)          Such
Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.


 


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


 






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(8)            All
amounts due and owing to the Trustee and its counsel shall have been paid in full.


 


Section 1205.        Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or
other qualifying trustee (solely for purposes of this Section and Section 1206, the Trustee and any such other trustee
are referred to collectively as the “Trustee”) pursuant to Section 1204 in respect of any Outstanding Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to
the payment, either directly or through any such Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee
may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium
and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.


 


The Issuer or a Guarantor, as the case may
be, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Trustee or the
trust created hereby with respect to the U.S. Government Obligations deposited pursuant to Section 1204 or the principal and
interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders
or beneficial owners of such Outstanding Securities.


 


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuer or the Guarantors, as the case may be, from time to time upon an
Issuer Request any money or U.S. Government Obligations held by it as provided in Section 1204 with respect to any Securities
which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance
or Covenant Defeasance, as the case may be, with respect to such Securities.


 


Section 1206.       Reinstatement.


 


If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Issuer has been discharged or released pursuant to Section 1202 or 1203 shall
be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1205 with respect
to such Securities in accordance with this Article; provided, however, that if the Issuer or a Guarantor makes any payment
of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Issuer or
a Guarantor shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money
so held in trust.


 






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ARTICLE Thirteen


 


Guarantee


 


Section 1301.       Guarantee.


 


The Guarantors jointly and severally hereby
fully and unconditionally guarantee to each Holder of a Security of each series authenticated and delivered by the Trustee the
due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and
interest on such Security (and any Additional Amounts and other amounts payable by the Issuer in respect thereof), when and as
the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise,
in accordance with the terms of such Security and of this Indenture. The Guarantors jointly and severally hereby agree to pay to
the Trustee any amount due it for the compensation (as per the fee proposal agreed upon between the Issuer and the Trustee) and
reasonable expenses, disbursements and advances of the Trustee, its agents, officers, employees and directors, and any other amounts,
including indemnification amounts, due to the Trustee under Section 607. The Guarantors each hereby agree that its obligations
hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective
of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture,
any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted
to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which
may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding
the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantors, increase the principal
amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. The Guarantors each
hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the
Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to
any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of
a Security issued under this Indenture and all demands whatsoever, and covenants that its Guarantee will not be discharged with
respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided
in Article Four, Section 802 or Article Thirteen. The Guarantors each further agree that, as between such Guarantor,
on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated
as provided in Article Five hereof for the purposes of its Guarantee, but not in the case of any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed hereby.


 






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The obligations of each Guarantor hereunder
will be limited (i) to the maximum amount as will, taking into account, in addition to such obligations of each Guarantor,
all other contingent and fixed liabilities of such Guarantor and any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations
under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance
or fraudulent transfer under applicable law nor leading to a breach of the rules governing financial assistance, corporate
purpose, ultra vires, impairment of statutory capital or similar capital restrictions under applicable law and/or (ii) to
the extent otherwise necessary so that such obligations do not constitute a breach of applicable law.


 


The Guarantors shall be subrogated to all
rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by the Guarantors pursuant
to the provisions of these Guarantees; provided, however, that the Guarantors shall not be entitled to enforce, or to receive
any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all
the Securities of the same series and of like tenor shall have been paid in full.


 


No past, present or future stockholder, officer,
director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantees set forth in this Section 1301
by reason of his or its status as such stockholder, officer, director, employee or incorporator.


 


The Guarantees set forth in this Section 1301
shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such
Security shall have been signed by or on behalf of the Trustee.


 


For the avoidance of doubt, the fact that
none of the Guarantors (including, without limitation, any New Guarantors) have or will execute any Security, or any notation of
their Guarantees on any Security, authenticated and delivered by the Trustee shall in no way affect or limit such Guarantor’s
Guarantee under this Section 1301.


 


Section 1302.       Release of
Subsidiary Guarantors.


 


Any or all of the Subsidiary Guarantors may
be released at any time from their respective Guarantees and other obligations under this Indenture without the consent of any
Holder. Such release shall occur upon or concurrently with the Subsidiary Guarantor no longer being a Relevant Guarantor and the
delivery of an Officer’s Certificate of Release to the Trustee certifying the same, provided that, at the time of
such release, no default or Event of Default has occurred and is continuing


 


Concurrently with the delivery of such Officer’s
Certificate of Release to the Trustee and without any further act of any other party, such Subsidiary Guarantor shall be automatically
and unconditionally released from its Guarantee and other obligations under this Indenture and shall have no further liability
or responsibility under the Securities or this Indenture. Notwithstanding the foregoing, the release of a Subsidiary of the Parent
Guarantor as a Subsidiary Guarantor shall not preclude such Subsidiary subsequently becoming a Guarantor if, while the Securities
are Outstanding, such Subsidiary becomes a Relevant Guarantor subsequent to such release.


 






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*     *     *


 


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


 



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In
Witness Whereof, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.


 


 


	EXECUTED by AMCOR UK 	)	 
	FINANCE PLC by its attorney under power of attorney	)	 
	dated 29 May 2020 in the presence of:	)	 
		)	 
	 	)	 
	/s/ Graeme Vavasseur	)	/s/ Michael Casamento
	Signature of witness	)	Signature of Attorney*
	 	)	 
	Graeme Vavasseur	)	Michael Casamento
	Name of witness	)	Name of Attorney
	 		 
	The foregoing agreement is hereby 	)	 
	confirmed and accepted as
        of the	)	 
	date first above written:	)	 
	 	)	 
	AMCOR PLC	)	 
	 	)	 
	 	)	 






	By:	/s/ Michael Casamento	)	 






	Name: Michael Casamento	)	 
	Title: Chief Financial Officer	)	 
	 	 	 
	The foregoing agreement is hereby 	)	 
	confirmed and accepted as
        of the	)	 
	date first above written:	)	 
	 	)	 
	AMCOR FINANCE (USA), INC.	)	 






	 	)	 
	By:	/s/ Michael Casamento	)	 






	Name: Michael Casamento	)	 
	Title: Chief Financial Officer	)	 
	 	 	 



 


Signature
Page to Indenture


 






    


     


    

 





	EXECUTED by AMCOR PTY LTD by its attorney under
        power of	)	 
	attorney dated 4 June 2020 in the presence
of:	)	 
	 	 	 
	/s/ Graeme Vavasseur	)	/s/ Michael Casamento
	Signature of witness	)	Signature of Attorney*
	 	 	 
	Graeme Vavasseur	)	Michael Casamento
	Name of witness	)	Name of Attorney
	 	 	 
	The foregoing agreement is hereby 

confirmed and accepted as
        of the 

date first above written:	)	 
	 	 	 
	BEMIS COMPANY, INC.	)	 
	 	)	 
	By:	 /s/ Michael Casamento	)	 
	Name: Michael Casamento	)	 
	Title: Chief Financial Officer	)	 



 


*Each attorney executing this Indenture states that he or she
has no notice of revocation or suspension of his or her power of attorney.


 


Signature
Page to Indenture

 






    


     


    

 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Trustee, Registrar and Paying Agent


 


	By:	/s/ Jeffrey Schoenfeld 	 
	Name:	      Jeffrey Schoenfeld
	Title:	Vice President






 


	By:	/s/ Robert Peschler	 
	Name:	      Robert Peschler
	Title:	Vice President




 


Signature
Page to Indenture


 






    


     


    

 


Schedule 1


 


Guarantors


 


		1.	Amcor plc



 


		2.	Amcor Finance (USA), Inc.



 


		3.	Amcor Pty Ltd



 


		4.	Bemis Company, Inc.



 



    


     


    







 


ANNEX A


 


[FORM OF NEW GUARANTOR SUPPLEMENTAL
INDENTURE]


 


This [          ]
NEW GUARANTOR SUPPLEMENTAL INDENTURE, dated as of [          ], [     ]
(the “Supplemental Indenture”), among Amcor UK Finance plc, a public company incorporated in England and Wales with
limited liability (herein called the “Issuer”), as Issuer, [          ],
a corporation duly organized and existing under the laws of [          ] (herein
called the “New Guarantor”), having its principal office at [ ], and Deutsche Bank Trust Company Americas, a New York
banking corporation, as Trustee under the Indenture (as defined below) (herein called the “Trustee”).


 


RECITALS


 


The Issuer, Amcor plc (the “Parent Guarantor”),
Amcor Finance (USA), Inc., Amcor Pty Ltd and Bemis Company, Inc. (each, an “Initial Subsidiary Guarantor”,
and together with the Parent Guarantor, the “Original Guarantors”) and the Trustee have entered into an Indenture dated
as of [•], 2020, as amended from time to time, (herein called the “Indenture”), providing for the issuance of
Securities. Capitalized terms used but not defined in this Supplemental Indenture have the same meaning provided in the Indenture.


 


Section 1010 of the Indenture provides
that if any Subsidiary of the Parent Guarantor which is not a Guarantor becomes a Relevant Guarantor, then within 30 days of such
Subsidiary becoming a Relevant Guarantor, the Parent Guarantor shall cause that Subsidiary to also become a Guarantor of all amounts
due and owing on the Securities Outstanding under the Indenture by such New Guarantor, the Issuer and the Trustee executing and
delivering a New Guarantor Supplemental Indenture within such 30 days.


 


The entry into this Supplemental Indenture
by the New Guarantor, the Issuer and the Trustee is in all respects authorized by the provisions of the Indenture.


 


All things necessary to make this Supplemental
Indenture a valid agreement of the New Guarantor, the Issuer and the Trustee and a valid amendment of and supplement to the Indenture
have been done.


 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH, the New Guarantor, the Issuer and the Trustee each hereby agree as follows:


 


ARTICLE ONE


 


Section 101. New Guarantor under the Indenture.


 


For good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the New Guarantor hereby agrees with the Issuer, the Guarantors, the Trustee and
the Holders of any Securities Outstanding under the Indenture that concurrently with the execution and delivery of this Supplemental
Indenture by the New Guarantor it shall become a Guarantor for the purposes of the Indenture and for purposes of all amounts due
and owing on the Securities Outstanding under this Indenture. In connection therewith, (i) the New Guarantor hereby unconditionally
guarantees to each Holder of a Security authenticated and delivered by the Trustee the due and punctual payment of the principal
(including any amount due in respect of original issue discount) of and any premium and interest on such Security (and any Additional
Amounts and other amounts payable by the Issuer in respect thereof), when and as the same shall become due and payable, whether
at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such
Security and of the Indenture, including (without limitation) Article Thirteen of the Indenture, (ii) the rights and
obligations of the New Guarantor and the restrictions imposed upon it under this Indenture shall be the same in all respects as
if the New Guarantor had been an Original Guarantor under the Indenture and (iii) the rights and obligations and restrictions
imposed upon the other Guarantors shall be the same in all respects as if the New Guarantor had been an Original Guarantor.


 






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[Insert any guarantee limitations required
under the laws of the jurisdiction in which it is organized, or which are substantially similar to the limitations contained in
such other new guarantees given by the New Guarantor in relation to the Specified Indebtedness giving rise to its status as a Relevant
Guarantor]


 


Section 102. Notices.


 


The New Guarantor agrees that all notices
that may be delivered pursuant to the Indenture may be delivered to it at the following address:


 


Address:


 


Attention:


 


Facsimile:


 


Section 103. Submission to
Jurisdiction; Appointment of Agent for Service of Process.


 


The New Guarantor hereby appoints [                    ]
acting through its office at [                    ],
New York, New York as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action
or proceeding against it with respect to its obligations under the Indenture or its Guarantee, as the case may be, instituted in
any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and agrees that service
of process Upon such authorized agent, together with written notice of said service to the New Guarantor by the Person serving
the same addressed as provided in Section 102 hereof, shall be deemed in every respect effective service of process upon the
New Guarantor in any such legal action or proceeding, and the New Guarantor hereby irrevocably submits to the non-exclusive jurisdiction
of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue
of any such legal action or proceeding. Such appointment shall be irrevocable until all amounts in respect of the principal of
and any premium and interest due and to become due on or in respect of all the Securities issued under the Indenture have been
paid by the Issuer or a Guarantor, as the case may be, to the Trustee pursuant to the terms thereof, the Securities and the Guarantees;
provided, however, that upon release of the New Guarantor pursuant to Section 1302 of the Indenture, such New Guarantor’s
appointment of the Authorized Agent under this Section 103 shall be automatically and unconditionally irrevocably terminated.
Notwithstanding the foregoing, the New Guarantor reserves the right to appoint another Person located or with an office in the
Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon acceptance of
such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. The New Guarantor shall give
notice to the Trustee and all Holders of the appointment by it of a successor Authorized Agent. If for any reason [          ]
ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the New
Guarantor will appoint a successor Authorized Agent in accordance with the preceding sentence. The New Guarantor further agrees
to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such
designation and appointment of such agent in full force and effect until the Indenture has been satisfied and discharged in accordance
with Article Four or Article Twelve thereof Service of process upon the Authorized Agent addressed to it at the address
set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized
Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer, the Guarantors and the New
Guarantor shall be deemed, in every respect, effective service of process on the New Guarantor.


 






    A-2


     


    

 


ARTICLE Two


 


Provisions of General Application


 


Section 201.          Effective Date.


 


This Supplemental Indenture takes effect when
each party has executed

one counterpart of this deed, whether the same or different counterparts (the “Effective Date”). As of the Effective
Date, the New Guarantor shall be deemed to be added to the list of Guarantors contained in Schedule 1 to the Indenture.


 


Section 202.           Governing Law.


 


This Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York, excluding choice-of-law principles of the law of such State
that would require the application of the laws of a jurisdiction other than such State; provided, however, that the authorization
and execution of this Supplemental Indenture by and on behalf of the New Guarantor, shall be governed by the laws of [Insert
jurisdiction of organization of New Guarantor].


 


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


 


[Insert if New Guarantor organized under
the laws of Australia][For purposes of Australian law, this Supplemental Indenture has been executed by the New Guarantor as
a deed.]


 



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


 


	
        EXECUTED by AMCOR UK 

FINANCE PLC by its attorney


        under power of attorney dated

 ________ in the presence of:

         

         

        _____________________________________________________

        Signature of witness

         

         

         

        Name of witness
	
        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )

        )
	
         

         

         

         

         

         

        ____________________________________________________

        Signature of Attorney*

         

         

         

        Name of Attorney



 


 


Each attorney executing this instrument states that he or she
has no notice of revocation or suspension of his or her power of attorney.


 


	[New Guarantor]	 	 
	 	 	 
	 	 	 
	By:	 	By:
	 	 	 
	Authorized Signature	 	Authorized Signature
	 	 	 
	 	 	 
	Print Name	 	Print Name




 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Trustee, Registrar and Paying Agent


 


	By:	 	By:
	Name: 	 	Name: 
	Title:	 	Title:







 






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