EXHIBIT 4.3


 


RED MOUNTAIN RESOURCES, INC.,


 


as Company,


 


AND


 


                                                 
  ,


 


as Trustee


 





 



 





INDENTURE


 


DATED AS OF


 


           ,
2013


 





 






 


DEBT SECURITIES


(SENIOR DEBT)


 




    	 



    	 



    

 


Reconciliation and tie between Trust Indenture
Act of 1939


and Indenture, dated as of             ,
2013


  


	
        SECTION OF

        TRUST INDENTURE

        ACT OF 1939
	 	SECTION(S) OF

INDENTURE
	ss.310    	 	(a)(1)	 	609
	 	 	(a)(2)	 	609
	 	 	(a)(3)	 	Not Applicable
	 	 	(a)(4)	 	Not Applicable
	 	 	(b)	 	608, 610
	ss.311	 	(a)	 	613
	 	 	(b)	 	613
	 	 	(c)	 	Not Applicable
	ss.312	 	(a)	 	701, 702(a)
	 	 	(b)	 	702(b)
	 	 	(c)	 	702(c)
	ss.313	 	(a)	 	703(a)
	 	 	(b)	 	703(b)
	 	 	(c)	 	703(c)
	 	 	(d)	 	703(d)
	ss.314	 	(a)	 	704, 1005
	 	 	(b)	 	Not Applicable
	 	 	(c)(1)	 	103
	 	 	(c)(2)	 	103
	 	 	(c)(3)	 	Not Applicable
	 	 	(d)	 	Not Applicable
	 	 	(e)	 	103
	ss.315	 	(a)	 	601(a)
	 	 	(b)	 	602
	 	 	(c)	 	601(b)
	 	 	(d)	 	601(c)
	 	 	(d)(1)	 	601(a)(1)
	 	 	(d)(2)	 	601(c)(2)
	 	 	(d)(3)	 	601(c)(3)
	 	 	(e)	 	513
	ss.316	 	(a)(1)(A)	 	502, 511
	 	 	(a)(1)(B)	 	512
	 	 	(a)(2)	 	Not Applicable
	 	 	(a)(last sentence)	 	101
	 	 	(b)	 	508
	ss.317	 	(a)(1)	 	503
	 	 	(a)(2)	 	504
	 	 	(b)	 	1003
	ss.318	 	(a)	 	108


 


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


 




    	II



    	 



    

 


TABLE OF CONTENTS 


 


ARTICLE ONE 


DEFINITIONS AND OTHER PROVISIONS OF 


GENERAL APPLICATION 


 





	 	 	 	 	
        PAGE

	SECTION 101.	 	DEFINITIONS	 	 
	Act	 	1
	Additional Amounts	 	1
	Affiliate	 	1
	Agent Members	 	2
	Authenticating Agent	 	2
	Authorized Newspaper	 	2
	Board of Directors	 	2
	Board Resolution	 	2
	Business Day	 	2
	Commission	 	2
	Common Stock	 	2
	Company	 	2
	Company Request	 	2
	Conversion Event	 	2
	Corporate Trust Office	 	2
	Covenant Defeasance	 	2
	Defaulted Interest	 	2
	Depositary	 	3
	Dollar or $	 	3
	Event of Default	 	3
	Exchange Rate	 	3
	Holder	 	3
	Indenture	 	3
	Interest	 	3
	Interest Payment Date	 	3
	Judgment Currency	 	3
	Legal Defeasance	 	3
	Obligor	 	3
	Officers’ Certificate	 	3
	Opinion of Counsel	 	3
	Original Issue Discount Security	 	3
	Outstanding	 	3
	Paying Agent	 	4
	Person	 	4
	Place of Payment	 	4
	Predecessor Security	 	4
	Redemption Date	 	4
	Redemption Price	 	4
	Regular Record Date	 	4
	Required Currency	 	4
	Responsible Officer	 	5
	Securities	 	5
	Security Custodian	 	5


 




    	 



    	 



    

 


	Security Register and Security Registrar	 	5
	Significant Subsidiary	 	5
	Special Record Date	 	5
	Stated Maturity	 	5
	Subsidiary	 	5
	Surviving Person	 	5
	Trustee	 	5
	Trust Indenture Act	 	5
	United States	 	5
	United States Alien	 	5
	U.S. Government Obligations	 	5
	Vice President	 	5
	Wholly Owned Subsidiary	 	6
	Yield to Maturity	 	6
	 	 	 
	SECTION 102.	 	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	 	6
	 	 	 
	SECTION 103.	 	COMPLIANCE CERTIFICATES AND OPINIONS	 	6
	 	 	 
	SECTION 104.	 	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	 	7
	 	 	 
	SECTION 105.	 	ACTS OF HOLDERS; RECORD DATES	 	7
	 	 	 
	SECTION 106.	 	NOTICES, ETC., TO TRUSTEE AND COMPANY	 	8
	 	 	 
	SECTION 107.	 	NOTICE TO HOLDERS; WAIVER	 	8
	 	 	 
	SECTION 108.	 	CONFLICT WITH TRUST INDENTURE ACT	 	8
	 	 	 
	SECTION 109.	 	EFFECT OF HEADINGS AND TABLE OF CONTENTS	 	8
	 	 	 
	SECTION 110.	 	SUCCESSORS AND ASSIGNS	 	8
	 	 	 
	SECTION 111.	 	SEPARABILITY CLAUSE	 	9
	 	 	 
	SECTION 112.	 	BENEFITS OF INDENTURE	 	9
	 	 	 
	SECTION 113.	 	GOVERNING LAW	 	9
	 	 	 
	SECTION 114.	 	LEGAL HOLIDAYS	 	9
	 	 	 
	SECTION 115.	 	CORPORATE OBLIGATIONS	 	9
	 	 	 
	SECTION 116	 	COUNTERPART ORIGINALS	 	9
	 	 	 
	SECTION 117	 	NO PERSONAL LIABILITY OR DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS	 	9


 




    	 



    	 



    

 


	ARTICLE TWO	 	 
	 	 
	SECURITY FORMS	 	 
	 	 	 
	SECTION 201.	 	FORMS GENERALLY	 	9
	 	 	 
	SECTION 202.	 	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 	10
	 	 
	ARTICLE THREE	 	 
	 	 
	THE SECURITIES	 	 
	 	 	 
	SECTION 301.	 	AMOUNT UNLIMITED; ISSUABLE IN SERIES	 	10
	 	 	 
	SECTION 302.	 	DENOMINATIONS	 	12
	 	 	 
	SECTION 303.	 	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	 	12
	 	 	 
	SECTION 304.	 	TEMPORARY SECURITIES	 	13
	 	 	 
	SECTION 305.	 	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE	 	13
	 	 	 
	SECTION 306.	 	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES	 	16
	 	 	 
	SECTION 307.	 	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	 	17
	 	 	 
	SECTION 308.	 	PERSONS DEEMED OWNERS	 	17
	 	 	 
	SECTION 309.	 	CANCELLATION	 	18
	 	 	 
	SECTION 310.	 	COMPUTATION OF INTEREST	 	18
	 	 	 
	SECTION 311.	 	CUSIP NUMBERS	 	18
	 	 	 
	SECTION 312.	 	PERIODIC OFFERING OF SECURITIES	 	18
	 	 
	ARTICLE FOUR	 	 
	 	 
	SATISFACTION AND DISCHARGE	 	 
	 	 	 
	SECTION 401.	 	SATISFACTION AND DISCHARGE OF INDENTURE	 	19
	 	 	 
	SECTION 402.	 	APPLICATION OF TRUST MONEY	 	20
	 	 	 
	SECTION 403.	 	DISCHARGE OF LIABILITY ON SECURITIES OF ANY SERIES	 	20
	 	 	 
	SECTION 404.	 	REINSTATEMENT	 	20


 




    	 



    	 



    

 


	ARTICLE FIVE	 	 
	 	 
	REMEDIES	 	 
	 	 	 
	SECTION 501.	 	EVENTS OF DEFAULT	 	21
	 	 	 
	SECTION 502.	 	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	 	22
	 	 	 
	SECTION 503.	 	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	 	23
	 	 	 
	SECTION 504.	 	TRUSTEE MAY FILE PROOFS OF CLAIM	 	23
	 	 	 
	SECTION 505.	 	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS	 	24
	 	 	 
	SECTION 506.	 	APPLICATION OF MONEY COLLECTED	 	24
	 	 	 
	SECTION 507.	 	LIMITATION ON SUITS	 	24
	 	 	 
	SECTION 508.	 	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL PREMIUM AND INTEREST	 	25
	 	 	 
	SECTION 509.	 	RESTORATION OF RIGHTS AND REMEDIES	 	25
	 	 	 
	SECTION 510.	 	RIGHTS AND REMEDIES CUMULATIVE	 	25
	 	 	 
	SECTION 511.	 	DELAY OR OMISSION NOT WAIVER	 	25
	 	 	 
	SECTION 512.	 	CONTROL BY HOLDERS	 	26
	 	 	 
	SECTION 513.	 	WAIVER OF PAST DEFAULTS	 	26
	 	 	 
	SECTION 514.	 	UNDERTAKING FOR COSTS	 	26
	 	 	 
	SECTION 515.	 	WAIVER OF STAY OR EXTENSION LAWS	 	26
	 	 
	ARTICLE SIX	 	 
	 	 
	THE TRUSTEE	 	 
	 	 	 
	SECTION 601.	 	CERTAIN DUTIES AND RESPONSIBILITIES	 	27
	 	 	 
	SECTION 602.	 	NOTICE OF DEFAULTS	 	28
	 	 	 
	SECTION 603.	 	CERTAIN RIGHTS OF TRUSTEE	 	28
	 	 	 
	SECTION 604.	 	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES	 	28
	 	 	 
	SECTION 605.	 	MAY HOLD SECURITIES	 	29
	 	 	 
	SECTION 606.	 	MONEY HELD IN TRUST	 	29


 




    	 



    	 



    

 


	SECTION 607.	 	COMPENSATION AND REIMBURSEMENT	 	29
	 	 	 
	SECTION 608.	 	DISQUALIFICATION; CONFLICTING INTERESTS	 	29
	 	 	 
	SECTION 609.	 	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	 	29
	 	 	 
	SECTION 610.	 	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	 	30
	 	 	 
	SECTION 611.	 	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	 	31
	 	 	 
	SECTION 612.	 	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	 	31
	 	 	 
	SECTION 613.	 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY 	 	32
	 	 	 
	SECTION 614.	 	APPOINTMENT OF AUTHENTICATING AGENT	 	32
	 	 
	ARTICLE SEVEN	 	 
	 	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 
	 	 	 
	SECTION 701.	 	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS	 	33
	 	 	 
	SECTION 702.	 	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS	 	33
	 	 	 
	SECTION 703.	 	REPORTS BY TRUSTEE	 	34
	 	 	 
	SECTION 704.	 	REPORTS BY COMPANY	 	34
	 	 
	ARTICLE EIGHT	 	 
	 	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 
	 	 	 
	SECTION 801.	 	MERGER, CONSOLIDATION AND SALE OF ASSETS	 	34
	 	 	 
	SECTION 802.	 	SUCCESSOR PERSON SUBSTITUTED	 	34
	 	 
	ARTICLE NINE	 	 
	 	 
	SUPPLEMENTAL INDENTURES	 	 
	 	 	 
	SECTION 901.	 	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	 	35
	 	 	 
	SECTION 902.	 	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	 	36
	 	 	 
	SECTION 903.	 	EXECUTION OF SUPPLEMENTAL INDENTURES	 	36


 


	SECTION 904.	 	EFFECT OF SUPPLEMENTAL INDENTURES	 	36
	 	 	 
	SECTION 905.	 	CONFORMITY WITH TRUST INDENTURE ACT	 	37
	 	 	 
	SECTION 906.	 	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES	 	37
	 	 
	ARTICLE TEN	 	 
	 	 
	COVENANTS	 	 
	 	 	 
	SECTION 1001.	 	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	 	37
	 	 	 
	SECTION 1002.	 	MAINTENANCE OF OFFICE OR AGENCY	 	37
	 	 	 
	SECTION 1003.	 	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST	 	37
	 	 	 
	SECTION 1004.	 	EXISTENCE	 	38



 






    	 



    	 



    



 


	SECTION 1005.	 	STATEMENT BY OFFICERS AS TO DEFAULT	 	38
	 	 	 
	SECTION 1006.	 	WAIVER OF CERTAIN COVENANTS	 	39
	 	 	 
	SECTION 1007.	 	ADDITIONAL AMOUNTS	 	39
	 	 
	ARTICLE ELEVEN	 	 
	 	 
	REDEMPTION OF SECURITIES	 	 
	 	 	 
	SECTION 1101.	 	APPLICABILITY OF ARTICLE	 	39
	 	 	 
	SECTION 1102.	 	ELECTION TO REDEEM; NOTICE TO TRUSTEE	 	39
	 	 	 
	SECTION 1103.	 	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	 	40
	 	 	 
	SECTION 1104.	 	NOTICE OF REDEMPTION	 	40
	 	 	 
	SECTION 1105.	 	DEPOSIT OF REDEMPTION PRICE	 	41
	 	 	 
	SECTION 1106.	 	SECURITIES PAYABLE ON REDEMPTION DATE	 	41
	 	 	 
	SECTION 1107.	 	SECURITIES REDEEMED IN PART	 	41
	 	 	 
	SECTION 1108.	 	PURCHASE OF SECURITIES	 	41


 




    	 



    	 



    

 


	ARTICLE TWELVE	 	 
	 	 
	SINKING FUNDS	 	 
	 	 	 
	SECTION 1201.	 	APPLICABILITY OF ARTICLE	 	41
	 	 	 
	SECTION 1202.	 	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	 	42
	 	 	 
	SECTION 1203.	 	REDEMPTION OF SECURITIES FOR SINKING FUND	 	42
	 	 
	ARTICLE THIRTEEN	 	 
	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 	 
	 	 	 
	SECTION 1301.	 	OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE	 	42
	 	 	 
	SECTION 1302.	 	LEGAL DEFEASANCE AND DISCHARGE	 	42
	 	 	 
	SECTION 1303.	 	COVENANT DEFEASANCE	 	43
	 	 	 
	SECTION 1304.	 	CONDITIONS TO LEGAL OR COVENANT DEFEASANCE	 	43
	 	 	 
	SECTION 1305.	 	DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	 	44
	 	 	 
	SECTION 1306.	 	REPAYMENT TO COMPANY	 	44
	 	 	 
	SECTION 1307.	 	REINSTATEMENT	 	45


 




    	 



    	 



    

 


INDENTURE, dated as of , 2013
between Red Mountain Resources, Inc., a Florida corporation (herein called the “Company”), having its principal office
at 2515 McKinney Avenue, Suite 900, Dallas, Texas 75201, and                     ,
as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of its secured and unsecured debentures, notes or
other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, as in this Indenture
provided. This Indenture does not limit the aggregate principal amount of Securities that may be issued hereunder.


 


This Indenture is subject to the provisions
of the Trust Indenture Act and the rules and regulations of the Commission promulgated thereunder that are required to be part
of this Indenture and, to the extent applicable, shall be governed by such provisions.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises
and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, 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 capitalized and other
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(2) all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the
United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted


 


hereunder shall mean such accounting principles
as are generally accepted in the United States at the date of such computation; and


 


(3) 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.


 


Certain terms, used principally in Article
Six, are defined in Section 102.


 


“Act,” when used with respect
to any Holder, has the meaning specified in Section 105.


 


“Additional Amounts” means
any additional amounts that are required by the express terms of a Security or by or pursuant to a Board Resolution, under circumstances
specified therein or pursuant thereto, to be paid by the Company with respect to certain taxes, assessments or other governmental
charges imposed on certain Holders and that are owing to such Holders.


 


“Affiliate” of any specified
Person means:


 


(a) any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person.


 




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(b) any other Person who is a director
or officer of: (1) such specified Person, (2) any Subsidiary of such specified Person, or (3) any Person described in clause (a)
above.


 


For the purposes of this definition, “control”
when used with respect to any 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 Members” has the meaning
specified in Section 305.


 


“Authenticating Agent” means
any Person, which may include the Company, authorized by the Trustee to act on behalf of the Trustee pursuant to Section 614 to
authenticate Securities of one or more series.


 


“Authorized Newspaper” means
a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business
Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.


 


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


 


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


 


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


 


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


 


“Common Stock” means the common
stock, par value $0.00001 per share, of the Company as the same exists at the date of execution and delivery of this Indenture
or other capital stock of the Company into which such Common Stock is converted, reclassified or changed from time to time.


 


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


 


“Company Request” and “Company
Order” mean, respectively, a written request or order signed in the name of the Company by its Chairman of the Board, its
President, its Chief Executive Officer, its Chief Financial Officer or a Vice President and delivered to the Trustee.


 


“Conversion Event” has the
meaning specified in Section 501.


 


“Corporate Trust Office” means
the principal office of the Trustee in                     ,
                    
at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof
is that indicated in the introductory paragraph of this Indenture.


 


“Covenant Defeasance” has the
meaning specified in Section 1303.


 


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


 




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“Depositary” means, with respect
to the Securities of any series issuable or issued in whole or in part in global form, the Person designated as Depositary by the
Company pursuant to Section 301 with respect to the Securities of such series until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person
who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with
respect to the Securities of any series shall mean the Depositary with respect to the Securities of that series.


 


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


 


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


 


“Exchange Rate” has the meaning
specified in Section 501.


 


“Holder,” when used with respect
to any Security, means the Person in whose name the Security is registered in the Security Register.


 


“Indenture” means this instrument
as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established
hereunder and the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument.


 


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


 


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


 


“Judgment Currency” has the
meaning specified in Section 506.


 


“Legal Defeasance” has the
meaning specified in Section 1302.


 


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


 


“Obligor,” unless otherwise
provided with respect to the Securities of a series, means the Company and any successor obligor upon the Securities of such series.


 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, the President, the chief Executive Officer or a Vice President, and by
the Chief Financial Officer, the Treasurer, the Controller, the Secretary or an Assistant Treasurer, Assistant Controller or Assistant
Secretary, of the Company and delivered to the Trustee, which certificate shall comply with Section 103 hereof.


 


“Opinion of Counsel” means
a written opinion of counsel, who shall be reasonably satisfactory to the Trustee and may be counsel for or an employee of the
Company, any Subsidiary of the Company or the Trustee, rendered, if applicable, in accordance with Section 314(c) of the Trust
Indenture Act, which opinion shall comply with Section 103 hereof.


 


“Original Issue Discount Security”
means (a) 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 and (b) any other Security deemed to be an original issue discount
for United States federal income tax purposes.


 


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


 


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


 




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(ii) Securities for whose payment
or redemption money in the necessary amount has been theretofore irrevocably deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent)
for the Holders of such Securities; PROVIDED HOWEVER 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;


 


(iii) Securities with respect
to which the Company has elected its option under Article Thirteen hereunder (subject to the exceptions described therein); and


 


(iv) 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 bona fide purchaser in whose hands such Securities are valid obligations
of the Company;


 


PROVIDED HOWEVER that in determining whether the Holders of
the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, (a) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding
for such purposes shall be the principal amount thereof that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof pursuant to Section 502, (b) the principal amount of a Security denominated in a foreign currency
shall be the U.S. dollar equivalent, determined by the Company on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent, determined on the date of original
issuance of such Security, of the amount determined as provided in (a) above), of such Security and (c) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only
Securities which the Trustee 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 Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.


 


“Paying Agent” means any Person,
which may include the Company, authorized by the Company to pay the principal of (and premium, if any) and interest on or Additional
Amounts with respect to any one or more series of Securities on behalf of the Company.


 


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


 


“Place of Payment,” when used
with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest
on and any Additional Amounts with respect to the Securities of that series are payable as contemplated by Section 301.


 


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for
or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


 


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


 


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


 


“Required Currency” has the
meaning specified in Section 506.


 




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“Responsible Officer,” when
used with respect to the Trustee, means any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant
Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.


 


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


 


“Security Custodian” means,
with respect to Securities of a series issued in global form, the Trustee for Securities of such series, acting in its capacity
as custodian with respect to the Securities of such series, or any successor entity thereto.


 


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


 


“Significant Subsidiary” means,
at any date of determination, any Subsidiary that represents 10% or more of the Company’s total consolidated assets at the
end of the most recent fiscal quarter for which financial information is available or 10% or more of the Company’s consolidated
net revenues or consolidated operating income for the most recent four quarters for which financial information is available.


 


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


 


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


 


“Subsidiary” means a corporation
or other business entity of which the Company owns or controls (either directly or through one or more other Subsidiaries) more
than 50% of the issued share capital or other ownership interests, in each case having ordinary voting power to elect or appoint
directors, managers or trustees of such corporation or other business entity (whether or not capital stock or other ownership interests
or any other class or classes shall or might have voting power upon the occurrence of any contingency).


 


“Surviving Person” has the
meaning specified in Section 801.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrument was executed, except as provided
in Section 905.


 


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


 


“United States” means the United
States of America (including the states and the District of Columbia) and its “possessions”, which include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


 


“United States Alien” means
any Person who, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident
alien or foreign fiduciary of an estate or trust, or a foreign partnership.


 


“U.S. Government Obligations”
has the meaning specified in Section 401.


 


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


 




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“Wholly Owned Subsidiary” means
a corporation all the outstanding voting stock (other than any directors’ qualifying shares) of which is owned, directly
or indirectly, by the Company or by one or more other Wholly Owned Subsidiaries, or by the Company and one or more other Wholly
Owned Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power
for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason
of any contingency.


 


“Yield to Maturity,” when used
with respect to any Original Issue Discount Security, means the yield to maturity, if any, set forth on the face thereof.


 


	SECTION 102.	 	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. 


 


Whenever this Indenture refers to a provision
of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. The following Trust
Indenture Act terms used in this Indenture have the following meanings:


 


“Bankruptcy Act” means the
Bankruptcy Act or Title 11 of the United States Code.


 


“indenture securities” means
the Securities.


 


“indenture security holder”
means a Holder.


 


“indenture to be qualified”
means this Indenture.


 


“obligor” on the indenture
securities means the Company or any other obligor on the Securities.


 


All terms used in this Indenture that are
defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by Commission
rule under the Trust Indenture Act and not otherwise defined herein have the meanings assigned to them therein.


 


	SECTION 103.	 	COMPLIANCE CERTIFICATES AND OPINIONS. 


 


Except as otherwise expressly provided
by this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee such certificates and opinions as required under the Trust Indenture Act. Each
such certificate or opinion shall be given in the form of (i) if to be given by an officer, an Officers’ Certificate stating
that all conditions precedent, if any (including any covenants the compliance with which constitutes a condition precedent), provided
for in this Indenture relating to the proposed action have been complied with and (ii) if to be given by counsel, an Opinion of
Counsel stating that in the opinion of such counsel all such conditions precedent, if any (including any covenants the compliance
with which constitutes a condition precedent) have been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.


 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture shall comply with the requirements of the Trust Indenture
Act and shall include


 


(1) a statement that each Person
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 Person, such Person has made such examination or investigation as is necessary to enable such Person 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 Person, such condition or covenant has been complied with.


 




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	SECTION 104.	 	FORM OF DOCUMENTS DELIVERED TO TRUSTEE. 


 


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


 


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


 


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


 


	SECTION 105.	 	ACTS OF HOLDERS; RECORD DATES. 


 


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


 


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


 


(3) The principal amount and
serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.


 


(4) Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security
and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation
of such action is made upon such Security. Any Holder or subsequent Holder may revoke the request, demand, authorization, direction,
notice, consent or other Act as to his Security or portion of his Security; PROVIDED HOWEVER that such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the Act becomes effective.


 




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The Company may set in advance a record
date for purposes of determining the identity of Holders of Securities entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture. If a record date is fixed, those Persons who were Holders of Outstanding Securities
at the close of business on such record date (or their duly designated proxies), and only those Persons, shall be entitled with
respect to such Securities to take such action by vote or consent or to revoke any vote or consent previously given, whether or
not such Persons continue to be Holders after such record date. Promptly after any record date is set pursuant to this paragraph,
the Company, at its own expense, shall cause notice thereof to be given to the Trustee in writing in the manner provided in Section
106 and to the relevant Holders as set forth in Section 107.


 


	SECTION 106.	 	NOTICES, ETC., TO TRUSTEE AND COMPANY. 


 


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


 


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


 


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


 


	SECTION 107.	 	NOTICE TO HOLDERS; WAIVER. 


 


Where this Indenture provides for notice
to Holders of Securities of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it
appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving
of such notice.


 


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 to Holders of Securities by
mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case in which notice to Holders of Securities is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder of a Security, shall affect the sufficiency of such notice with
respect to other Holders of Securities.


 


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.


 


	SECTION 108.	 	CONFLICT WITH TRUST INDENTURE ACT. 


 


If any provision hereof limits, qualifies
or conflicts with any provision of the Trust Indenture Act or another provision hereof which is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such provision of the Trust Indenture Act shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded,
the former provision shall be deemed to apply to this Indenture as so modified or excluded.


 


	SECTION 109.	 	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 110.	 	SUCCESSORS AND ASSIGNS. 


 


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


 




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	SECTION 111.	 	SEPARABILITY CLAUSE. 


 


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


 


	SECTION 112.	 	BENEFITS OF INDENTURE. 


 


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


 


	SECTION 113.	 	GOVERNING LAW. 


 


This Indenture and the Securities shall
be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles
of conflicts of law to the extent the application of the laws of another jurisdiction would be required thereby.


 


	SECTION 114.	 	LEGAL HOLIDAYS. 


 


In any case where any Interest Payment
Date, Redemption Date, purchase date or Stated 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) payment of principal and interest (and premium and
Additional Amounts, 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, purchase date or Redemption
Date, or at the Stated Maturity, PROVIDED that no interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date, Redemption Date, purchase date or Stated Maturity, as the case may be.


 


	SECTION 115.	 	CORPORATE OBLIGATION. 


 


No recourse may be taken, directly or indirectly,
against any incorporator, subscriber to the Capital Stock, stockholder, officer, director or employee of the Company or the Trustee
or of any predecessor or successor of the Company or the Trustee with respect to the Company’s obligations on the Securities
or the obligations of the Company or the Trustee under this Indenture or any certificate or other writing delivered in connection
herewith.


 


 


	SECTION 116.	 	COUNTERPART ORIGINALS. 


 


The parties may sign any number of copies
of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.


 


	SECTION 117.	 	NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS. 


 


No past, present or future director, officer,
employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under
the Securities of any series or for any claims based on, in respect of, or by reason of, such obligations or their creation.


 


ARTICLE TWO


 


SECURITY FORMS


 


	SECTION 201.	 	FORMS GENERALLY. 


 


The Securities of each series shall be
in fully registered form and in substantially such form or forms (including temporary or permanent global form) 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 notations legends or endorsements placed thereon as may be required by law to comply
with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If temporary Securities of any series are issued in global form as permitted
by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing
the form or forms of Securities of any series (or any such temporary global Security), including a copy of the approved form of
Securities, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities (or any
such temporary global Security). The definitive Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution
thereof.


 




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	SECTION 202.	 	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. 


 


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


 


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


 


[                                    
], AS TRUSTEE


By AUTHORIZED SIGNATORY.”


 


ARTICLE THREE


 


THE SECURITIES


 


	SECTION 301.	 	AMOUNT UNLIMITED; ISSUABLE IN SERIES. 


 


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


 


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


 


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


 


(2) any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to
have been authenticated and delivered hereunder);


 


(3) if applicable, whether
any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are
to be issuable in permanent global form, and, if so, whether beneficial owners of interests in any such global Security may exchange
such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under
which any such exchanges may occur, if other than in the manner provided in Section 203, the Depositary for any global Security
or Securities of such series, the form of legend or legends that shall be borne by any such global security and any transfer of
such global security in whole or in part;


 


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


 


(5) the manner in which any
interest payable on a temporary global Security on any Interest Payment Date will be paid if other than in the manner provided
in Section 304;


 




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


 


(7) the rate or rates (which
may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, if
any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates
from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and, if other than as
set forth in Section 101, the Regular Record Date for the interest payable on any Securities on any Interest Payment Date;


 


(8) the place or places where,
subject to the provisions of Section 1002, the principal of (and premium, if any), any interest on and any Additional Amounts with
respect to the Securities of the series shall be payable;


 


(9) the period or periods within
which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to


have that option, and the manner in which the Company
must exercise any such option if different from those set forth herein;


 


(10) the obligation, if any,
of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option
of a Holder thereof and the period or periods within which, the price or prices (whether denominated in cash, securities or otherwise)
at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased in whole or in part pursuant
to such obligation;


 


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


 


(12) the currency or currencies
(including composite currencies) if other than Dollars, or the form, including equity securities, other debt securities (including
Securities), warrants or any other securities or property of the Company or any other Person, in which payment of the principal
of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series shall be payable;


 


(13) if the principal of (and
premium, if any) or interest on or any Additional Amounts with respect to the Securities of the series are to be payable, at the
election of the Company or a Holder thereof, in a currency or currencies (including composite currencies) other than that in which
the Securities are stated to be payable, the currency or currencies (including composite currencies) in which payment of the principal
of (and premium, if any) and interest on, and any Additional Amounts with respect to, Securities of such series as to which such
election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be
made;


 


(14) if the amount of payments
of principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series
may be determined with reference to any commodities, currencies or indices, values, rates or prices or any other index or formula,
the manner in which such amounts shall be determined;


 


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


 


(16) any additional means of
satisfaction and discharge of this Indenture with respect to Securities of the series pursuant to Section 401, any additional conditions
to discharge pursuant to Section 401 or 403 and the application, if any, of Section 403;


 


(17) any deletions or modifications
of or additions to the definitions set forth in Section 101, the Events of Default set forth in Section 501 or covenants of the
Company set forth in Article Ten pertaining to the Securities of the series;


 




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(18) if the Securities of the
series are to be convertible into or exchangeable for Common Stock (or cash in lieu thereof) equity securities, other debt securities
(including Securities), warrants or any other securities or property of the Company or any other Person, at the option of the Company
or the Holder or upon the occurrence of any condition or event, the terms and conditions for such conversion or exchange; and


 


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


 


All Securities of any one series shall
be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution
referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto.


 


At the option of the Company, interest
on the Securities of any series that bears interest may be paid by mailing a check to the address of any Holder as such address
shall appear in the Security Register.


 


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


 


	SECTION 302.	 	DENOMINATIONS. 


 


The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section 301. In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series denominated in Dollars shall be issuable in denominations
of $1,000 and any integral multiple thereof. Unless otherwise provided as contemplated by Section 301 with respect to any series
of Securities, any Securities of a series denominated in a currency other than Dollars shall be issuable in denominations that
are the equivalent, as determined by the Company by reference to the noon buying rate in The City of New York for cable transfers
for such currency, as such rate is reported or otherwise made available by the Federal Reserve Bank of New York, on the applicable
issue date for such Securities, of $1,000 and any integral multiple thereof.


 


	SECTION 303.	 	EXECUTION, AUTHENTICATION, DELIVERY AND DATING. 


 


The Securities shall be executed on behalf
of the Company by its Chairman of the Board, its President, its Chief Executive Officer, its Chief Financial Officer, its Treasurer
or one of its Vice Presidents, under its corporate seal reproduced thereon or affixed thereto attested by its Secretary or one
of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise.


 


If the form or terms of the Securities
of the series have been established in or pursuant to one or more Board Resolutions or any other method permitted by Sections 201
and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating,


 


(a) if the form of such Securities
has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity
with the provisions of this Indenture;


 


(b) if the terms of such Securities
have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in
conformity with the provisions of this Indenture; and


 




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(c) that such Securities, when
authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms,
except as such enforcement is subject to the effect of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or other
laws relating to or affecting creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law).


 


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


 


Notwithstanding the provisions of Section
301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion
of Counsel otherwise required pursuant to such 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.


 


Each Security shall be dated the date of
its authentication.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security, a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written
statement (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) stating that such Security
has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


	SECTION 304.	 	TEMPORARY SECURITIES. 


 


Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in registered form and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the Company executing such Securities may determine, as evidenced by their execution of such
Securities.


 


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


 


	SECTION 305.	 	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. 


 


The Company shall cause to be kept for
each series of Securities at one of the offices or agencies maintained pursuant to Section 1002 a register (the register maintained
in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred
to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities of such series. The Trustee is hereby initially appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.


 




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Except as set forth in Section 203 or as
may be provided pursuant to Section 301, upon surrender for registration of transfer of any Security of any series at the office
or agency in a Place of Payment for that series, the Company shall execute and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of the same series and of like tenor, of any authorized
denominations and of a like aggregate principal amount.


 


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


 


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


 


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


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other
than exchange pursuant to Section 304, 906 or 1107 not involving any transfer.


 


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


 


The following provisions of this Section
305 shall apply only to Securities of a series issued in global form:


 


If Securities of a series are issuable
in global form, as contemplated by Section 301, then, notwithstanding clause (11) of Section 301 and the provisions of Section
302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified
in such Security or in a Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions
of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in
the manner and upon instructions given by the Person or Persons specified in such Security or in the applicable Company Order.
With respect to the Securities of any series that are represented by a Security in global form, the Company authorizes the execution
and delivery by the Trustee of a letter of representation or other similar agreement or instrument in the form customarily provided
for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary
or its nominee, or may remain in the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement
or similar agreement between the Trustee and the Depositary. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 103 and need not be accompanied by an Opinion of Counsel.


 


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


 




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Notwithstanding any other provision of
this Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange
such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination,
as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate
principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance
with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section
103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part,
for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each
portion of such permanent global Security, a like aggregate principal amount of other definitive Securities of the same series
of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; PROVIDED HOWEVER
that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities
of that series is to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such
permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other
depositary referred to above in accordance with the instructions of the Company referred to above. If a definitive Security is
issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest
Payment Date or proposed for payment, as the case may be, only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the provisions of this Indenture.


 


Notwithstanding any other provision of
this Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall
be limited to transfers of such global Security in whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in a Security issued in global form may be transferred in accordance with the rules and
procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such
series in exchange for their beneficial interests in that global Security if, and only if, either (1) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for the global Security of such series and a successor Depositary
is not appointed by the Company within 90 days of such notice, (2) an Event of Default has occurred with respect to such series
and is continuing and the Security Registrar has received a request from the Depositary or the holders of not less than 25% of
the Securities of such series to issue Securities of such series in lieu of all or a portion of that global Security (in which
case the Company shall deliver Securities of such series within 30 days of such request) or (3) the Company determines not to have
the Securities of such series represented by a global Security.


 


In connection with any transfer of a portion
of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 305, the Security Registrar
shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in
an amount equal to the principal amount of the beneficial interest in the global Security of that series to be transferred, and
the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of
that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount.


 




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In connection with the transfer of all
the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 305, the global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the global Security,
an equal aggregate principal amount of Securities of that series of authorized denominations. Neither the Company nor the Trustee
will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities
of any series by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities.


 


Neither the Company nor the Trustee shall
be liable for any delay by the related global Security Holder or the Depositary in identifying the beneficial owners, and each
such Person may conclusively rely on, and shall be protected in relying on, instructions from such global Security Holder or the
Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of
the Securities to be issued).


 


The provisions of the last sentence of
Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 103
and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence of Section 303.


 


Notwithstanding the provisions of Sections
201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest
on and any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified
therein.


 


Global securities may be issued in either
temporary or permanent form. Permanent global Securities will be issued in definitive form.


 


	SECTION 306.	 	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. 


 


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


 


If there
shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then,
in the absence of notice to the Company or the Trustee that such Security has been acquired
by a protected purchaser, the Company shall execute and upon its request the Trustee shall 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 or is to be converted, the Company in its discretion may,
instead of issuing a new Security, pay or authorize the conversion of such Security.


 


Upon the issuance of any new Security under
this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in 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 lieu of any destroyed, lost or stolen Security endorsed thereon shall constitute an original additional
contractual obligation of the Company whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of that series duly issued hereunder.


 


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


 




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	SECTION 307.	 	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. 


 


Except as otherwise provided with respect
to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest. Unless otherwise provided with respect to the Securities of any
series, payment of interest shall be made by the Company by check mailed or delivered to the address of any Person entitled thereto
as such address shall appear in the Security Register, at the expense of the Company.


 


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


 


(1)
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in
this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published
at least once in an Authorized Newspaper, but such publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been
so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant
to the following clause (2). 


 


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


 


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


 


	SECTION 308.	 	PERSONS DEEMED OWNERS. 


 


Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 307) interest on such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


 




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None of the Company, the Trustee, nor any
of their respective agents shall have any responsibility or liability for any aspect of the records relating to, or payments made
on account of, beneficial ownership interests of a Security or for maintaining, supervising, or reviewing any records relating
to such beneficial ownership interests.


 


	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 Trustee, be delivered to the Trustee. All Securities so delivered shall be promptly cancelled by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to the trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated hereunder that the Company has not issued and sold, and
all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities
held by the Trustee shall be disposed of as directed by a Company Order.


 


	SECTION 310.	 	COMPUTATION OF INTEREST. 


 


Except as otherwise specified 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 Company 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 any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers.


 


	SECTION 312.	 	PERIODIC OFFERING OF SECURITIES. 


 


Notwithstanding any contrary provision
herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary for the Company to
deliver to the Trustee an Officers’ Certificate, Board Resolution, supplemental indenture, Opinion of Counsel or Company
Order otherwise required pursuant to Sections 201, 301 or 303 at or prior to the time of authentication of each Security of such
series if such documents are delivered to the Trustee or its agent at or prior to the authentication upon original issuance of
the first Security of such series to be issued; PROVIDED HOWEVER that any subsequent request by the Company to the Trustee to authenticate
Securities of such series upon original issuance shall constitute a representation and warranty by the Company and its counsel
that as of the date of such request, the statements made in the Officers’ Certificate and opinions made in the Opinion of
Counsel delivered pursuant to Section 103 and 303, respectively, were true and correct as if made on such date.


 


An Officers’ Certificate, supplemental
indenture or Board Resolution delivered by the Company to the Trustee in the circumstances set forth in the immediately preceding
paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent
on original issue from time to time upon the written order of a person or persons designated in such Officers’ Certificate,
supplemental indenture or Board Resolution and that such person or persons are authorized to determine, consistent with such Officers’
Certificate, supplemental indenture or Board Resolution, such terms and conditions of the Securities as are specified in such Officers’
Certificate, supplemental indenture or Board Resolution.


 




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ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


	SECTION 401.	 	SATISFACTION AND DISCHARGE OF INDENTURE. 


 


This Indenture shall upon Company Request
cease to be of further effect with respect to Securities of any series, and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Securities of such series, when


 


(1) either


 


(A) all Securities of such
series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306, and (ii) Securities of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company


 


and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or


 


(B) with respect to all Outstanding
Securities of such series not theretofore delivered to the Trustee for cancellation, the Company has deposited or caused to be
deposited with the Trustee as trust funds, under the terms of an irrevocable escrow agreement in form and substance satisfactory
to the Trustee, money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as
will (together with the income to accrue thereon and without consideration of any reinvestment thereof) be sufficient to pay and
discharge (with such delivery in trust to be for the stated purpose of paying and discharging) the entire indebtedness on all Outstanding
Securities of such series not theretofore delivered to the Trustee for cancellation for principal (and premium and Additional Amounts,
if any) and interest to the Stated Maturity or any Redemption Date contemplated by the penultimate paragraph of this Section, as
the case may be; or


 


(C) the Company has properly
fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 301, to be applicable to the
Securities of such series;


 


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


 


(3) the Company has complied
with any other conditions specified pursuant to Section 301 to be applicable to the discharge of Securities of such series pursuant
to this Section 401;


 


(4) the Company has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture with respect to the Outstanding Securities of such series have
been complied with; and


 


(5) if the conditions set forth
in Section 401(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 301 for the Securities of such
series, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Securities of such series
will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, satisfaction
and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same
time as would have been the case if such deposit, satisfaction and discharge had not occurred.


 


For the purposes of this Indenture, “U.S.
Government Obligations” means direct non-callable obligations of, or non-callable obligations the payment of principal of
and interest on which is guaranteed by, the United States of America, or to the payment of which obligations or guarantees the
full faith and credit of the United States of America is pledged, or beneficial interests in a trust the corpus of which consists
exclusively of money or such obligations or a combination thereof.


 


If any Outstanding Securities of such series
are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with
any mandatory sinking fund requirement, the trust agreement referred to in subclause (B) of clause (1) of this Section shall provide
therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.


 




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Notwithstanding the satisfaction and discharge
of this Indenture with respect to the Outstanding Securities of such series pursuant to this Section 401, the obligations of the
Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, except
for a discharge pursuant to subclause (A) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1003 shall survive.


 


	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 Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest and Additional Amounts for the payment of which such money has been deposited with the Trustee.


 


	SECTION 403.	 	DISCHARGE OF LIABILITY ON SECURITIES OF ANY SERIES. 


 


If this Section is specified, as contemplated
by Section 301, to be applicable to Securities of any series, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities of such series, the obligation of the Company under this Indenture and the Securities
of such series to pay the principal of (and premium, if any) and interest on and any Additional Amounts with respect to Securities
of such series, shall cease, terminate and be completely discharged and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging such satisfaction and discharge, when


 


(1) the Company has complied
with the provisions of Section 401 (other than any additional conditions specified pursuant to Sections 301 and 401(3) and except
that the Opinion of Counsel referred to in Section 401(5) shall state that it is based on a ruling by the Internal Revenue Service
or other change since the date hereof under applicable Federal income tax law) with respect to all Outstanding Securities of such
series,


 


(2) the Company has delivered
to the Trustee a Company Request requesting such satisfaction and discharge,


 


(3) the Company has complied
with any other conditions specified pursuant to Section 301 to be applicable to the discharge of Securities of such series pursuant
to this Section 403, and


 


(4) the Company has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the discharge of the indebtedness on the Outstanding Securities of such series have been complied with.


 


Upon the satisfaction of the conditions
set forth in this Section with respect to all the Outstanding Securities of any series, the terms and conditions of such series,
including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable
to, the Company; PROVIDED HOWEVER that, the Company shall not be discharged from any payment obligations in respect of Securities
of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof if such obligations continue
to be valid obligations of the Company under applicable law or pursuant to Section 305 or 306; and PROVIDED FURTHER that the obligations
of the Company to the Trustee under Section 607, the obligations to any Authenticating Agent under Section 614 and the obligations
of the Company under Sections 305, 306, 404, 610(e), 701, 1001 and 1002 and the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.


 


	SECTION 404.	 	REINSTATEMENT. 


 


If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations deposited with respect to Securities of any series in accordance with Section
401 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this Indenture with respect to the Securities
of such series and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to
Section 401 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations
in accordance with Section 401; PROVIDED HOWEVER that if the Company has made any payment of principal of (or premium, if any),
or interest on or any Additional Amounts with respect to any Securities because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.


 




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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 it is either inapplicable
to a particular series or it is specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution
establishing such series of Securities or in the form of Security for such series:


 


(1) default in the payment of any interest
on or any Additional Amounts with respect to any Security of that series when such interest or Additional Amounts become due and
payable, and continuance of such default for a period of 30 consecutive days; or


 


(2) default in the payment of the principal
of (or premium, if any, on) any Security of that series when due and payable, whether at its Maturity or otherwise; or


 


(3) default in the deposit of any mandatory
sinking fund payment, when and as due by the terms of a Security of that series and continuance of such default for a period of
30 days; or


 


(4) default in the performance or breach
of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely
for the benefit of one or more series of Securities other than that series), and continuance of such default or breach for a period
of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of all Outstanding Securities of such series a written notice specifying
such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;
or


 


(5) the entry by a court having jurisdiction
in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or


 


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


 




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(7) any other Event of Default provided
with respect to Securities of that series. Notwithstanding the foregoing provisions of this Section 501, if the principal of (and
premium, if any) or any interest on, or Additional Amounts with respect to, any Security is payable in a currency or currencies
(including a composite currency) other than Dollars and such currency (or currencies) is(or are) not available to the Company for
making payment thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company (a “Conversion
Event”), the Company will be entitled to satisfy its obligations to Holders of the Securities by making such payment in Dollars
in an amount equal to the Dollar equivalent of the amount payable in such other currency, as determined by the Company by reference
to the noon buying rate in The City of New York for cable transfers for such currency (“Exchange Rate”), as such Exchange
Rate is certified for customs purposes by the Federal Reserve Bank of New York on the date of such payment, or, if such rate is
not then available, on the basis of the most recently available Exchange Rate. Notwithstanding the foregoing provisions of this
Section 501, any payment made under such circumstances in Dollars where the required payment is in a currency other than Dollars
will not constitute an Event of Default under this Indenture.


 


	SECTION 502.	 	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.


 


If an Event of Default (other than an Event
of Default described in clause (5) or clause (6) of Section 501) with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series affected by such default may declare the principal amount (or, if any such Securities are Original Issue
Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities
of such series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders),
and upon any such declaration such principal amount (or specified amount), together with any accrued and unpaid interest thereon,
shall become immediately due and payable. If an Event of Default described in clause (5) or (6) of Section 501 shall occur, the
principal amount of the Outstanding Securities of all series (or, if any such Securities are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that series), together tiwh any accrued and unpaid interest
thereon, shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any
Holder.


 


At any time after such a declaration of
acceleration with respect to Securities of any series (or of all series, as the case may be) 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 principal amount of the Outstanding Securities of that series (or of all series, as the case may be), by written
notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if


 


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


 


(A) all overdue interest on,
and any Additional Amounts with respect to, all Securities of that series (or of all series, as the case may be),


 


(B) the principal of (and premium,
if any, on) any Securities of that series (or of all series, as the case may be) which have become due otherwise than by such declaration
of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities (in the case of Original Issue
Discount Securities, such Securities’ Yield to Maturity),


 


(C) to the extent that payment
of such interest is lawful, interest upon overdue interest and any Additional Amounts at the rate or rates prescribed therefor
in such Securities (in the case of Original Issue Discount Securities, such Securities’ Yield to Maturity), and


 


(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


 


(2) all Events of Default with
respect to Securities of that series (or of all series, as the case may be), other than the non-payment of the principal of Securities
of that series (or of all series, as the case may be) which 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.


 



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	SECTION 503.	 	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.


 


The Company covenants that if


 


(1) default is made in the
payment of any installment of interest on, or any Additional Amounts with respect to, any Security of any series when such interest
or Additional Amounts shall have become 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 Company will, 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 premium,
if any) and interest and Additional Amounts and, to the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal (and premium, if any) and on any overdue interest and Additional Amounts, at the rate or rates prescribed
therefor in such Securities (or in the case of Original Issue Discount Securities, such Securities’ Yield to Maturity), and,
in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


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


 


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


 


	SECTION 504.	 	TRUSTEE MAY FILE PROOFS OF CLAIM.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal (or lesser amount in the case of Original Issue Discount Securities) of the
Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal (and premium, if any), interest or any Additional
Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(i) to file and prove a claim
for the whole amount of principal (or lesser amount in the case of Original Issue Discount Securities) (and premium, if any) and
interest and any Additional Amounts owing and unpaid in respect of the Securities and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding,
and


 


(ii) to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same after deduction of its reasonable
charges and expenses to the extent such charges and expenses are not paid out of the estate in any such proceeding;


 


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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Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceedings; PROVIDED HOWEVER that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official.


 


	SECTION 505.	 	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS.


 


All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee without 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, 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 premium, if any), 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 under Section 607;


 


SECOND: To the payment of the
amounts then due and unpaid for principal of (and premium, if any) and interest on and any Additional Amounts with respect to the
Securities in respect of which or for the benefit of which such money has been collected, ratably, without


 


preference or priority of any kind, according to
the amounts due and payable on such Securities for principal (and premium, if any), interest and Additional Amounts, respectively;
and


 


THIRD: The balance, if any,
to the Person or Persons entitled thereto.


 


To the fullest extent allowed under applicable
law, if for the purpose of obtaining judgment against the Company in any court it is necessary to convert the sum due in respect
of the principal of (or premium, if any) or interest on or any Additional Amounts with respect to the Securities of any series
(the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”),
the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in
The City of New York the Required Currency with the Judgment Currency on the New York Business Day next preceding that on which
final judgment is given. Neither the Company nor the Trustee shall be liable for any shortfall nor shall it benefit from any windfall
in payments to Holders of Securities under this Section caused by a change in exchange rates between the time the amount of a judgment
against it is calculated as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments
under this Section to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Company on the
claim or claims underlying such judgment.


 


	SECTION 507.	 	LIMITATION ON SUITS.


 


Subject to Section 508, 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) an Event of Default with
respect to Securities of such series shall have occurred and be continuing and such Holder has previously given written notice
to the Trustee of such continuing Event of Default;


 



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(2) the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


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


 


(4) the Trustee for 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 that series;


 


it being understood and intended that no one or more of such
Holders of Securities of such series shall have any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of such Holders of Securities of such series, or to obtain
or to seek to obtain priority or preference over any other of such Holders of Securities of such series 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 of Securities
of such series.


 


	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 premium, if any) and (subject to Section 307) interest on and any Additional Amounts with respect to such Security
on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and, if
applicable, to convert such Security in accordance with its terms, to institute suit for the enforcement of any such right, and
such rights shall not be impaired or affected without the consent of such Holder.


 


	SECTION 509.	 	RESTORATION OF RIGHTS AND REMEDIES.


 


If the Trustee or any Holder of any Security
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 such Holder, then and in every such case the Company,
the Trustee and the Holders shall, subject to any determination in such proceeding, 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.


 


	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.


 



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	SECTION 512.	 	CONTROL BY HOLDERS.


 


With respect to Securities of any series,
the Holders of a majority in principal amount of the Outstanding Securities of such 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, relating to or arising under an Event of Default (other than an event of Default described in clause (5) or (6)
of Section 501), and with respect to all Securities, the Holders of a majority in principal amount of all Outstanding Securities
shall have the right to direct the time, method and place of conducting any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, relating to or arising under an Event of Default described in clause (5) or (6) of Section
501; PROVIDED HOWEVER that in each such case


 


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


 


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


 


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


 


(4) the Trustee need not take
any action which might involve it in personal liability or be unduly prejudicial to the Holders not joining in such direction.


 


	SECTION 513.	 	WAIVER OF PAST DEFAULTS.


 


The Holders of a majority in 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 premium, if any) or interest on, or any Additional Amounts with respect to, any Security of such series, or


 


(2) in respect of a covenant
or provision hereof which 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.


 


All parties to this Indenture agree, and
each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the Company to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on, or any Additional Amounts with respect to, any Security on or after the Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption Date).


 


	SECTION 515.	 	WAIVER OF STAY OR EXTENSION LAWS.


 


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


 



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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,


 


(1) 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 (other than as required by the Trust Indenture Act); and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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	SECTION 602.	 	NOTICE OF DEFAULTS.


 


Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee shall give notice of such default hereunder known
to the Trustee to all Holders of Securities of such series in the manner provided in Section 107, 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 premium, if
any) or interest on, or any Additional Amounts with respect to, any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in
good faith determines that the withholding of such notice is in the interest of the Holders of Securities of such series; PROVIDED
FURTHER that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series,
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, act or condition which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.


 


	SECTION 603.	 	CERTAIN RIGHTS OF TRUSTEE.


 


Subject to the provisions of Section 601:


 


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


 


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


 


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


 


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


 


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


 


(f) the Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, coupon, 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 Company, personally or by agent or attorney;


 


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


 


(h) the Trustee shall not be
deemed to know of any Event of Default unless the Trustee shall have received notice thereof as provided in Section 106 hereof
or a Responsible Officer of the Trustee shall have actual knowledge thereof.


 


	SECTION 604.	 	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.


 


The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company and the
Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof.


 



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	SECTION 605.	 	MAY HOLD SECURITIES.


 


The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


	SECTION 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 law. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed with the Company.


 


	SECTION 607.	 	COMPENSATION AND REIMBURSEMENT.


 


The Company agrees:


 


(1) to pay to the Trustee from
time to time compensation agreed to with the Trustee 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 compensation and the reasonable expenses
and disbursements of its agents and counsel), except any such expense, disbursement or advance resulting from its negligence or
bad faith; and


 


(3) to indemnify the Trustee
and each of its directors, officers, employees, agents and/or representatives for, and to hold each of them harmless against, any
loss, liability or expense (including taxes, other than taxes based upon or determined or measured by the income of the Trustee)
incurred without negligence or bad faith on each of their part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of the Trustee’s powers or duties hereunder.


 


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


 


	SECTION 608.	 	DISQUALIFICATION; CONFLICTING INTERESTS.


 


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


 


	SECTION 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 to act as such and have a combined
capital and surplus (together with that of its parent) of at least $50,000,000 and subject to supervision or examination by Federal
or State (or District of Columbia) authority. If such Person 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 Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article.


 



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	SECTION 610.	 	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.


 


(a) 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.


 


(b) The Trustee may resign
at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the resigning Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.


 


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


 


(d) If at any time:


 


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


 


(2) the Trustee shall cease
to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder of
Securities, or


 


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


 


then, in any such case, (i) the Company by a Board
Resolution may remove the Trustee with respect to one or more of such series of Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security of the applicable series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.


 


(e) If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and such successor Trustee or Trustees shall comply with the applicable requirements of Section
611. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company 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.


 


(f) The Company shall give
notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice
shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 



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	SECTION 611.	 	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.


 


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


 


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


 


(c) Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.


 


(d) 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 and the Trust Indenture Act.


 


	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 and the Trust Indenture Act, without the execution or filing of any paper or any further act on the part of
any of the parties hereto. As soon as practicable, the successor Trustee shall mail a notice of its succession to the Company and
the Holders of the Securities of the applicable series then Outstanding. 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.


 



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	SECTION 613.	 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.


 


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


  


	SECTION 614.	 	APPOINTMENT OF AUTHENTICATING AGENT.


 


The Trustee may, with notice to the Company,
appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer,
conversion or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia having a combined capital and surplus of not less than $50,000,000
or equivalent amount expressed in a foreign currency and subject to supervision or examination by Federal or State (or District
of Columbia) authority or authority of such country .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 for any series
of Securities may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the Trustee for such series of Securities may appoint a
successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class
mail, postage prepaid, to all Holders as their names and addresses appear in the Security Register. 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 Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 607.


 


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


 


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


 



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	 	[NAME OF TRUSTEE],
 AS TRUSTEE
	 	 	 
	 	By:	 
	 	 	 
	 	 	AS AUTHENTICATING AGENT
	 	 	 
	 	By:	 
	 	 	 
	 	 	“AUTHORIZED SIGNATORY”


 


Notwithstanding any provision of this Section
614 to the contrary, if at any time any Authenticating Agent appointed hereunder with respect to any series of Securities shall
not also be acting as the Security Registrar hereunder with respect to any series of Securities, then, in addition to all other
duties of an Authenticating Agent hereunder, such Authenticating Agent shall also be obligated: (i) to furnish to the Security
Registrar promptly all information necessary to enable the Security Registrar to maintain at all times an accurate and current
Security Register; and (ii) prior to authenticating any Security denominated in a foreign currency, to ascertain from the Company
the units of such foreign currency that are required to be determined by the Company pursuant to Section 302


 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


	SECTION 701.	 	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.


 


With respect to each series of Securities,
the Company will furnish or cause to be furnished to the Trustee:


 


(a) semi-annually, not more
than 15 days after each Regular Record Date relating to that series (or, if there is no Regular Record Date relating to that series,
on January 1 and July 1), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders
of that series as of such dates, and


 


(b) at such other times as
the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form
and content, such list to be dated as of a date not more than 15 days prior to the time such list is furnished; PROVIDED that so
long as the Trustee is the Security Registrar, the Company shall not be required to furnish or cause to be furnished such a list
to the Trustee. The Company shall otherwise comply with Section 312(a) of the Trust Indenture Act.


 


	SECTION 702.	 	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.


 


(a) The Trustee shall preserve,
in as current a form as is reasonably practicable, the names and addresses of Holders of each series contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders of each series received by the
Trustee in its capacity as Security Registrar, if applicable. The Trustee may destroy any list furnished to it as provided in Section
701 upon receipt of a new list so furnished. The Trustee shall otherwise comply with Section 312(a) of the Trust Indenture Act.


 


(b) Holders of Securities may
communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture
or under the Securities.


 


(c) Every Holder of Securities,
by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of
the Holders in accordance with Section 702(b), regardless of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a request made under Section 702(b). The Company, the
Trustee, the Security Registrar and any other Person shall have the protection of Section 312(c) of the Trust Indenture Act.


 



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	SECTION 703.	 	REPORTS BY TRUSTEE.


 


The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto. A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company.
The Company will notify the Trustee when any Securities are listed on any stock exchange.


 


	SECTION 704.	 	REPORTS BY COMPANY.


 


The Company shall file with the Trustee,
within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules
and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended, and shall otherwise comply with Section 314(a) of the Trust Indenture Act.


 


ARTICLE EIGHT


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


 


	SECTION 801.	 	MERGER, CONSOLIDATION AND SALE OF ASSETS.


 


The Company shall not merge, consolidate
or amalgamate with or into any other Person (other than a merger of a Wholly Owned Subsidiary into the Company) or sell, transfer,
assign, lease, convey or otherwise dispose of all or substantially all of its property in any one transaction or series of related
transactions unless:


 


(a) the Company shall be the
surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger,
consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a
corporation, partnership, trust or other entity organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia;


 


(b) the Surviving Person (if
other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and
delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, premium, if any, and interest
on and any Additional Amounts with respect to, all the Securities, according to their tenor, and the due and punctual performance
and observance of all the covenants of this Indenture to be performed by the Company;


 


(c) in the case of a sale,
transfer, assignment, lease, conveyance or other disposition of all or substantially all the property of the Company, such property
shall have been transferred as an entirety or virtually as an entirety to one Person;


 


(d) immediately before and
after giving effect to such transaction or series of related transactions on a pro forma basis (and treating, for purposes of this
clause (d) below, any Indebtedness that becomes, or is anticipated to become, an obligation of the Surviving Person as a result
of such transaction as having been incurred by the Surviving Person at the time of such transaction or series of transactions),
no Event of Default shall have occurred and be continuing; and


 


(e) the Company shall deliver,
or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate
and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply
with this covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied.


 


	SECTION 802.	 	SUCCESSOR PERSON SUBSTITUTED.


 


The Surviving Person shall succeed to,
and be substituted for, and may exercise every right and power of the Company under this Indenture, PROVIDED that the predecessor
Company in the case of:


 



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(a) a sale, transfer, assignment,
conveyance or other disposition (unless such sale, transfer, assignment conveyance or other disposition is of all the assets of
the Company as an entirety or virtually as an entirety), or


 


(b) a lease shall not be released
from any of the obligations or covenants under this Indenture.


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


	SECTION 901.	 	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.


 


Notwithstanding any other provision of
this Indenture, the Company and the Trustee may amend or supplement this Indenture without the consent of any holder to:


 


(1) cure any ambiguity, omission,
defect or inconsistency; or


 


(2) provide for the assumption
by a Surviving Person of the obligations of the Company under this Indenture; or


 


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


 


(4) add any additional Events
of Default with respect to all or any series of the Securities (and, if such Event of Default is applicable to less than all series
of Securities, specifying the series to which such Event of Default is applicable); or


 


(5) add to, change or eliminate
any of the provisions of this Indenture, PROVIDED HOWEVER 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 nor (ii) modify the rights of the Holders
of any such Security with respect to such provision or (b) shall become effective only when there is no such Security Outstanding;
or


 


(6) establish the form or terms
of Securities of any series as permitted by Sections 201 and 301; or


 


(7) supplement any of the provisions
of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Section 401; PROVIDED HOWEVER that any such action shall not adversely affect the interest of the Holders of Securities
of such series or any other series of Securities in any material respect; or


 


(8) 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(b); or


 


(9) secure the Securities;
or


 


(10) add guarantees with respect
to the Securities; or


 


(11) make a change that does
not adversely affect the rights of any Holder; or


 


(12) surrender any right or
power herein conferred upon the Company under this Indenture; or


 


(13) comply with any requirement
of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act.


 



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	SECTION 902.	 	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.


 


With the consent of the Holders of at least
a majority in principal amount of the Outstanding Securities of all series affected by such supplemental indenture (acting as one
class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution and
the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or 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 of any particular series affected thereby,


 


(1) change the Stated Maturity
of the principal of, or any installment of principal of or interest on or any Additional Amounts with respect to, any Security,
or reduce the principal amount thereof or the rate of interest thereon, any Additional Amounts with respect thereto or any premium
payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts (except as contemplated
by Section 801(1) and permitted by Section 901(2)), or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any
Place of Payment where, or the coin or currency or currencies (including composite currencies) in which, any Security or any premium
or any interest thereon or Additional Amounts with respect thereto is payable, modify the provisions of this indenture with respect
to the conversion of the Securities in a manner adverse to the Holder, or impair the right to institute suit for the enforcement
of (a) any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date)
or (b) any conversion right with respect to any Security; or


 


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


 


(3) modify any of the provisions
of this Section, Section 513 or Section 1006, except to increase any such percentage or to provide with respect to any particular
series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of
a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made
pursuant to Section 301 without the consent of any Holder) or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; PROVIDED HOWEVER that this
clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section and Section 1006, or the deletion of this proviso, in accordance with the requirements
of Sections 611(b) and 901(8). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture
which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities of any other series.


 


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


 


	SECTION 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) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties, immunities or liabilities 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.


 



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	SECTION 905.	 	CONFORMITY WITH TRUST INDENTURE ACT.


 


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


 


	SECTION 906.	 	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.


 


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


 


Failure to make the appropriate notation
shall not affect the validity or enforceability of such supplemental indenture.


 


ARTICLE TEN


 


COVENANTS


 


	SECTION 1001.	 	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.


 


The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any), interest on and
any Additional Amounts with respect to the Securities of that series in accordance with the terms of the Securities of such series
and this Indenture.


 


	SECTION 1002.	 	MAINTENANCE OF OFFICE OR AGENCY.


 


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


 


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


 


	SECTION 1003.	 	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.


 


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


 


Whenever the Company shall have one or
more Paying Agents for any series of Securities, the Company will, on or before each due date of the principal of (and premium,
if any) or interest on or Additional Amounts with respect to any Securities of that series, deposit with a Paying Agent a sum sufficient
to pay the principal (and premium, if any), interest or Additional Amounts so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium, interest or Additional Amounts, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 



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The Company will cause each Paying Agent
for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:


 


		(1)	comply with the provisions of the Trust Indenture Act applicable to it as Paying Agent;



 


(2) give the Trustee notice
of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal
(and premium, if any), interest on or any Additional Amounts with respect to the Securities of that series; and


 


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


 


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


 


Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on
or any Additional Amounts with respect to any Security of any series and remaining unclaimed for two years (or such shorter period
of time as may be provided in the applicable abandoned property law for return of such monies to the Company) after such principal
(and premium, if any) or interest or Additional Amounts have become due and payable shall, unless otherwise required by mandatory
provisions of applicable escheat, or abandoned or unclaimed property law, be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall thereupon cease; PROVIDED HOWEVER that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in
an Authorized Newspaper in The Borough of Manhattan, The City of New York and in such other Authorized Newspapers as the Trustee
shall deem appropriate, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such money then remaining will, unless otherwise required
by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be repaid to the Company.


 


	SECTION 1004.	 	EXISTENCE.


 


Subject to Article Eight, the Company will
do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.


 


	SECTION 1005.	 	STATEMENT BY OFFICERS AS TO DEFAULT.


 


The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company ending after the date hereof so long as any Security is Outstanding,
an Officers’ Certificate complying with Section 314(a) of the Trust Indenture Act, stating that a review of the activities
of the Company during such year and of performance under this Indenture has been made under the supervision of the signers thereof
and whether or not to the best of their knowledge, based upon such review, the Company is in default in the performance, observance
or fulfillment of any of its covenants and other obligations under this Indenture, and if the Company shall be in default, specifying
each such default known to them and the nature and status thereof. One of the officers signing the Officers’ Certificate
delivered pursuant to this Section 1005 shall be the principal executive, financial or accounting officer of the Company.


 


For purposes of this Section, such compliance
shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.


 



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	SECTION 1006.	 	WAIVER OF CERTAIN COVENANTS.


 


The Company may omit in any particular
instance to comply with any covenant or condition set forth in Section 1004, or any covenant added for the benefit of any series
of Securities as contemplated by Section 301 (unless otherwise specified pursuant to Section 301) if before or after the time for
such compliance the Holders of a majority in principal amount of the Outstanding Securities of all series affected by such omission
(acting as one class) shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect.


 


	SECTION 1007.	 	ADDITIONAL AMOUNTS.


 


If the Securities of a series expressly
provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series Additional Amounts
as expressly provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the net proceeds received from the sale or exchange
of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for
in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant
to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.


 


If the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities
(or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has
been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish
the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium
or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens
without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series.
If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required
to be withheld on such payments to such Holders of Securities and the Company will pay to such Paying Agent the Additional Amounts
required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against
any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section
1007.


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


	SECTION 1101.	 	APPLICABILITY OF ARTICLE.


 


Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with the terms of such series and (except as otherwise specified
as contemplated by Section 301 for Securities of any series or as otherwise may conflict with the terms hereof) in accordance with
this Article.


 


	SECTION 1102.	 	ELECTION TO REDEEM; NOTICE TO TRUSTEE.


 


Unless otherwise provided with respect
to the Securities of a series as contemplated by Section 301, the election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company, the Company shall, at least 45 days prior to the
Redemption Date (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. 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 or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 



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	SECTION 1103.	 	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.


 


If less than all the Securities of any
series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of
such series of a denomination larger than the minimum authorized denomination for Securities of that series or of the principal
amount of global Securities of such series.


 


The Trustee shall promptly notify the Company
and the Security Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected for
partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be
redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.


 


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.
If any Security selected for partial redemption is surrendered for conversion after such selection, the converted portion of such
Security shall be deemed (as far as may be) to be the portion selected for redemption. Upon any redemption of less than all the
Securities of a series, for purposes of selection for redemption the Company and the Trustee may treat as Outstanding Securities
surrendered for conversion during the period of 15 days next preceding the mailing of a notice of redemption, and need not treat
as Outstanding any Security authenticated and delivered during such period in exchange for the unconverted portion of any Security
converted in part during such period.


 


	SECTION 1104.	 	NOTICE OF REDEMPTION.


 


Notice of redemption shall be given in
the manner provided in Section 107 to each Holder of Securities to be redeemed not less than 30 nor more than 60 days prior to
the Redemption Date.


 


All notices of redemption shall state:


 


(1) the Redemption Date;


 


(2) the Redemption Price;


 


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


 


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


 


(5) the place or places where
such Securities are to be surrendered for payment of the Redemption Price;


 


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


 


(7) the “CUSIP”
number, if applicable; and


 


(8) if applicable, the conversion
price then in effect and the date on which the right to convert such Securities will expire.


 


A notice of redemption as contemplated
by Section 107 need not identify particular Securities to be redeemed. Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company.


 



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	SECTION 1105.	 	DEPOSIT OF REDEMPTION PRICE.


 


On or before 11:00 a.m., New York, New
York time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section 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, and any Additional Amounts
with respect to, all the Securities which are to be redeemed on that date.


 


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


 


	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 therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together with accrued interest (and any Additional Amounts)
to the Redemption Date; PROVIDED HOWEVER that installments of interest whose Stated Maturity is on or prior to the Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of Section 307.


 


If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the Security or, in the case of Original Issue Discount Securities, the
Securities’ Yield to Maturity.


 


	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 Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder
of such Security without service charge, a new Security or Securities of the same series and Stated Maturity, 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.	 	PURCHASE OF SECURITIES.


 


Unless otherwise specified as contemplated
by Section 301, the Company and any Affiliate of the Company may at any time purchase or otherwise acquire Securities in the open
market or by private agreement. Such acquisition shall not operate as or be deemed for any purpose to be a redemption of the indebtedness
represented by such Securities. Any Securities purchased or acquired by the Company may be delivered to the Trustee and, upon such
delivery, the indebtedness represented thereby shall be deemed to be satisfied. Section 309 shall apply to all Securities so delivered.


 


ARTICLE TWELVE


 


SINKING FUNDS


 


	SECTION 1201.	 	APPLICABILITY OF ARTICLE.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified for Securities of such
series or otherwise in conflict with the terms hereof.


 



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The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”,
and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment” .Unless otherwise provided by the terms of Securities of any series, the cash amount
of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied
to the redemption of Securities of any series as provided for by the terms of Securities of such series.


 


	SECTION 1202.	 	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.


 


The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption), and (2) may apply as a credit Securities of a series
which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any
part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; PROVIDED that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such sinking payment shall be reduced accordingly.


 


	SECTION 1203.	 	REDEMPTION OF SECURITIES FOR SINKING FUND.


 


Not less than 45 days prior (unless a shorter
period shall be satisfactory to the Trustee) to each sinking fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant
to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof,
if any, which is to be satisfied by delivery of or by crediting Securities of that series pursuant to Section 1202 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.


 


ARTICLE THIRTEEN


 


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


	SECTION 1301.	 	OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.


 


The Company may, as its option and at any
time, elect to have either Section 1302 or 1303 hereof be applied to all outstanding Securities of a series upon compliance with
the conditions set forth in this Article Thirteen.


 


	SECTION 1302.	 	LEGAL DEFEASANCE AND DISCHARGE.


 


Upon the Company’s exercise under
Section 1301 hereof of the option applicable to this Section 1302, the Company shall, subject to the satisfaction of the conditions
set forth in Section 1304 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities
of a series on the date the conditions set forth below are satisfied (hereafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by such
outstanding series of Securities, which shall thereafter be deemed to be “outstanding” only for the purpose of Section
1305 hereof and the other Sections of this Indenture referred to in (a), (b), (c) and (d) below, and to have satisfied all its
other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of outstanding Securities to receive solely from the trust fund described in
Section 1304 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or
interest and Additional Amounts, if any, on such Securities when such payments are due, (b) the Company’s obligations with
respect to such Securities under Sections 304, 305, 306,1002 and 1003 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company’s obligations in connection therewith and (d) this Article Thirteen. If the Company
exercises under Section 1301 hereof the option applicable to this Section 1302, subject to the satisfaction of the conditions set
forth in Section 1304 hereof, payment of the series of Securities affected by such exercise may not be accelerated because of an
Event of Default. Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section 1302,
notwithstanding the prior exercise of its option under Section 1303 hereof.


 



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	SECTION 1303.	 	COVENANT DEFEASANCE.


 


Upon the Company’s exercise under
Section 1301 hereof of the option applicable to this Section 1303, the Company shall, subject to the satisfaction of the conditions
set forth in Section 1304 hereof, be released from its obligations under the covenants provided pursuant to Sections 901(3) or
901(4), with respect to the applicable series of Securities on and after the date the conditions set forth in Section 1304 hereof
are satisfied (hereinafter, “Covenant Defeasance”) and the series of Securities shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the outstanding series of Securities, the Company may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in the covenants provided pursuant to Sections 901(3) or 901(4), whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under
Section 501 hereof, but, except as specified above, the remainder of this Indenture and such series of Securities shall be unaffected
thereby. If the Company exercises under Section 1301 hereof the option applicable to this Section 1303, subject to the satisfaction
of the conditions set forth in Section 1304 hereof, payment of the applicable series of Securities may not be accelerated because
of certain Events of Default specified in the applicable indenture supplement.


 


	SECTION 1304.	 	CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.


 


The Legal Defeasance or the Covenant Defeasance
option with respect to a series of Securities may be exercised only if:


 


(a) the Company irrevocably
deposits in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for
the payment of principal of, premium, if any, and interest on and Additional Amounts with respect to such outstanding Securities
to their Stated Maturity or the next date of redemption, as the case may be;


 


(b) the Company delivers to
the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion
that the payments of principal, premium, if any and interest, when due and without reinvestment on the deposited U.S. Government
Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient
to pay principal, premium, if any, and interest, if any, when due on all such series of Securities to their Stated Maturity or
the next date of redemption, as the case may be;


 


(c) 91 days pass after such
deposit is made and during such 91-day period no Event of Default described in Section 501(5) or (6) shall occur with respect to
the Company or any other Person making such deposit and be continuing at the end of the period;


 


(d) no Event of Default has
occurred and is continuing on the date of such deposit and after giving effect thereto;


 


(e) such deposit does not constitute
a default under any other agreement or instrument binding on the Company;


 


(f) the Company delivers to
the Trustee an Opinion of Counsel to the effect that the defeasance trust does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940;


 


(g) in the case of the Legal
Defeasance option, the Company delivers to the Trustee an Opinion of Counsel stating that:


 


(i) the Company has received
from the Internal Revenue Service a ruling, or


 



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(ii) since the date of this
Indenture there has been a change in the applicable Federal income tax law, to the effect, in either case, that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the Securities will not recognize income, gain or loss for Federal income
tax purposes as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner
and at the same time as would have been the case if such Legal Defeasance had not occurred;


 


(h) in the case of the Covenant
Defeasance option, the Company delivers to the Trustee an Opinion of Counsel to the effect that the Holders of the affected series
of Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and
will be subject to Federal income tax on the same amounts, in the same manner and at the same time as would have been the case
if such Covenant Defeasance had not occurred; and


 


(i) the Company delivers to
the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the Legal Defeasance
or Covenant Defeasance have been complied with as required by this Indenture.


 


	SECTION 1305.	 	DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.


 


(a) Subject to Section 1306,
all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1305, the “Trustee”) pursuant to Section 1304 hereof in respect
of the 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 Paying Agent (including the Company acting as Paying Agent)
as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal, premium, if any,
interest and Additional Amounts but such cash and securities need not be segregated from other funds except to the extent required
by law.


 


(b) The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations
deposited pursuant to Section 1304 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the outstanding Securities.


 


(c) Anything in this Article
Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of
the Company any money or U.S. Government Obligations held by it as provided in Section 1304 hereof which, in the opinion of a nationally
recognized firm of independent certified public accountants of recognized international standing expressed in a written certification
thereof delivered to the Trustee (which may be the certification delivered under Section 1304(b) hereof), are in excess of the
amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


	SECTION 1306.	 	REPAYMENT TO COMPANY.


 


Any money or U.S. Government Obligations
deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal, premium,
if any, or interest on or Additional Amounts with respect to any Security and remaining unclaimed for two years after such principal,
premium, if any, interest or Additional Amounts has become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities,
and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in
The New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication,
any unclaimed balance of such cash and securities then remaining shall be repaid to the Company.


 



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	SECTION 1307.	 	REINSTATEMENT.


 


If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with Section 1302 or 1303 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Company’s obligations under this Indenture and such Securities shall be revived and reinstated as though no deposit
had occurred pursuant to Section 1302 or 1303 hereof until such time as the Trustee or Paying Agent is permitted to apply all such
cash and securities in accordance with Section 1302 or 1303 hereof, as the case may be; PROVIDED HOWEVER, that, if the Company
makes any payment of principal of, premium, if any, or interest on or additional Amounts with respect to any such Security following
the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders to receive such payment from
the cash and securities held by the Trustee or Paying Agent.


 


*          *          * 


   



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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.


 


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


 


	 	RED MOUNTAIN RESOURCES, INC.
	 	 	 
	 	By	 
	 	 	 
	 	Name:	 
	 	Title:
	 	 	, Trustee
	 	 
	 	By	 
	 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 	 


 



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