Exhibit 4.1


 

 



 


XLIT LTD.


 


as Issuer


 


XL GROUP PLC


 


as Guarantor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


as Trustee


 


INDENTURE


 


Dated as of March 30, 2015


 


Subordinated Debt Securities


 


 






    	 



    	



    


Reconciliation and tie between Trust Indenture
Act of 1939 and Indenture.


 


	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	 	 	 
	ss.310(a)	 	6.09
	(b)	 	6.08, 6.10
	(c)	 	Not Applicable
	ss.311(a)	 	6.13
	(b)	 	6.13
	(c)	 	Not Applicable
	ss.312(a)	 	7.01, 7.02(a)
	(b)	 	7.02(b)
	(c)	 	7.02(c)
	ss.313(a)	 	7.03(a)
	(b)	 	7.03(b)
	(c)	 	7.03(b)
	(d)	 	7.03(c)
	ss.314(a)	 	7.04
	(b)	 	Not Applicable
	(c)	 	1.02
	(d)	 	Not Applicable
	(e)	 	1.02
	(f)	 	Not Applicable
	ss.315(a)	 	6.01
	(b)	 	6.02, 7.03(b)
	(c)	 	6.01(b)
	(d)	 	6.01(c)
	(e)	 	5.14
	ss.316(a)(1)	 	5.12, 5.13
	(b)	 	5.08
	(c)	 	1.04(d)
	ss.317(a)(1)	 	5.03
	(b)	 	5.04
	(c)	 	10.03
	ss.318(a)	 	1.07



 


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



    	 



    	



    

TABLE OF CONTENTS


 


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS OF

GENERAL APPLICATION


 


	Section 1.01	 	Definitions	1
	Section 1.02	 	Compliance Certificates and Opinions	6
	Section 1.03	 	Form of Documents Delivered to Trustee	6
	Section 1.04	 	Acts of Holders	7
	Section 1.05	 	Notices, Etc., to Trustee, the Company and the Guarantor	8
	Section 1.06	 	Notice to Holders; Waiver	8
	Section 1.07	 	Conflict with Trust Indenture Act	8
	Section 1.08	 	Effect of Headings and Table of Contents	8
	Section 1.09	 	Successors and Assigns	8
	Section 1.10	 	Separability Clause	8
	Section 1.11	 	Benefits of Indenture	8
	Section 1.12	 	Governing Law; Waiver of Jury Trial	9
	Section 1.13	 	Legal Holidays	9
	Section 1.14	 	References to Currency	9
	Section 1.15	 	Force Majeure	9
	Section 1.16	 	USA PATRIOT Act	9
	 	 	 	 
	ARTICLE II
	 	 
	SECURITY FORMS
	 	 
	Section 2.01	 	Forms Generally	9
	Section 2.02	 	Form of Trustee’s Certificate of Authentication	10
	Section 2.03	 	Securities Issuable in the Form of a Global Security	10
	 	 	 	 
	ARTICLE III
	 	 	 	 
	THE SECURITIES
	 
	Section 3.01	 	Amount Unlimited; Issuable in Series	11
	Section 3.02	 	Denominations	13
	Section 3.03	 	Execution, Authentication, Delivery and Dating	13
	Section 3.04	 	Temporary Securities	14
	Section 3.05	 	Registration, Registration of Transfer and Exchange	14
	Section 3.06	 	Mutilated, Destroyed, Lost and Stolen Securities	15
	Section 3.07	 	Payment of Interest; Interest Rights Preserved	16
	Section 3.08	 	Persons Deemed Owners	16
	Section 3.09	 	Cancellation	17
	Section 3.10	 	Computation of Interest	17
	Section 3.11	 	CUSIP Numbers	17
	 	 	 	 
	ARTICLE IV
	 
	SATISFACTION AND DISCHARGE
	 
	Section 4.01	 	Satisfaction and Discharge of Indenture	17
	Section 4.02	 	Application of Trust Funds; Indemnification	18



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	Section 4.03	 	Defeasance and Discharge of Indenture	18
	Section 4.04	 	Defeasance of Certain Obligations	20
	 	 	 	 
	ARTICLE V
	 	 	 	 
	REMEDIES
	 	 	 	 
	Section 5.01	 	Events of Default	20
	Section 5.02	 	Acceleration of Maturity; Rescission and Annulment	22
	Section 5.03	 	Collection of Indebtedness and Suits For Enforcement
    By Trustee	22
	Section 5.04	 	Trustee May File Proofs of Claim	23
	Section 5.05	 	Trustee May Enforce Claims Without Possession of Securities	23
	Section 5.06	 	Application of Money Collected	24
	Section 5.07	 	Limitation on Suits	24
	Section 5.08	 	Unconditional Right of Holders to Receive Principal,
    Premium and Interest	24
	Section 5.09	 	Restoration of Rights and Remedies	24
	Section 5.10	 	Rights and Remedies Cumulative	25
	Section 5.11	 	Delay or Omission Not Waiver	25
	Section 5.12	 	Control by Holders	25
	Section 5.13	 	Waiver of Past Defaults	25
	Section 5.14	 	Undertaking for Costs	25
	Section 5.15	 	Waiver of Stay or Extension Laws	26
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	THE TRUSTEE
	 	 	 	 
	Section 6.01	 	Certain Duties and Responsibilities	26
	Section 6.02	 	Notice of Defaults	27
	Section 6.03	 	Certain Rights of Trustee	27
	Section 6.04	 	Not Responsible for Recitals or Issuance of Securities	28
	Section 6.05	 	May Hold Securities	28
	Section 6.06	 	Money Held in Trust	28
	Section 6.07	 	Compensation, Reimbursement and Indemnification	28
	Section 6.08	 	Disqualification; Conflicting Interests	29
	Section 6.09	 	Corporate Trustee Required; Eligibility	29
	Section 6.10	 	Resignation and Removal; Appointment of Successor	29
	Section 6.11	 	Acceptance of Appointment by Successor	31
	Section 6.12	 	Merger, Conversion, Consolidation or Succession to
    Business	31
	Section 6.13	 	Preferential Collection of Claims Against Company or
    Guarantor	31
	 	 	 	 
	ARTICLE VII
	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 
	Section 7.02	 	Preservation of Information; Communications to Holders	32
	Section 7.03	 	Reports by Trustee	33
	Section 7.04	 	Reports	33
	 	 	 	 
	ARTICLE VIII
	 
	SUCCESSOR CORPORATION
	 
	Section 8.01	 	When Company or Guarantor May Merge or Transfer Assets	34



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	ARTICLE IX
	 	 	 	 
	AMENDMENTS & SUPPLEMENTAL INDENTURES
	 
	Section 9.01	 	Amendments or Supplemental Indentures Without Consent
    of Holders	35
	Section 9.02	 	Amendments or Supplemental Indentures with Consent
    of Holders	36
	Section 9.03	 	Execution of Supplemental Indentures	37
	Section 9.04	 	Effect of Supplemental Indentures	37

	Section 9.05	 	Conformity with Trust Indenture Act	37
	Section 9.06	 	Reference in Securities to Supplemental Indentures	37
	 	 	 	 
	ARTICLE X
	 	 	 	 
	COVENANTS
	 	 	 	 
	Section 10.01	 	Payment of Principal, Premium and Interest	38
	Section 10.02	 	Maintenance of Office or Agency	38
	Section 10.03	 	Money for Securities; Payments to Be Held in Trust	38
	Section 10.04	 	Corporate Existence	39
	Section 10.05	 	Maintenance of Properties	39
	Section 10.06	 	Statement by Officers as to Default	39
	Section 10.07	 	Waiver of Certain Covenants	39
	Section 10.08	 	Calculation of Original Issue Discount	40
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	THE GUARANTEE
	 	 	 	 
	Section 11.01	 	Unconditional Guarantee	40
	Section 11.02	 	Guarantee for the Benefit of the Holders	41
	Section 11.03	 	Waiver of Subrogation	41
	Section 11.04	 	No Suspension of Remedies	41
	Section 11.05	 	Termination	41
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	REDEMPTION OF SECURITIES
	 	 	 	 
	Section 12.01	 	Applicability of Article	42
	Section 12.02	 	Election to Redeem; Notice to Trustee	42
	Section 12.03	 	Selection by Trustee of Securities to Be Redeemed	42
	Section 12.04	 	Notice of Redemption	42
	Section 12.05	 	Deposit of Redemption Price	43
	Section 12.06	 	Securities Payable on Redemption Date	43
	Section 12.07	 	Securities Redeemed in Part	43
	 	 	 	 
	ARTICLE XIII
	 	 	 	 
	SINKING FUNDS
	 
	Section 13.01	 	Applicability of Article	44
	Section 13.02	 	Satisfaction of Sinking Fund Payments with Securities	44
	Section 13.03	 	Redemption of Securities for Sinking Fund	44



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	ARTICLE XIV
	 	 	 	 
	SUBORDINATION
	 
	Section 14.01	 	Agreement to Subordinate	45
	Section 14.02	 	Default on Senior Indebtedness	45
	Section 14.03	 	Liquidation; Dissolution; Bankruptcy	46
	Section 14.04	 	Subrogation	47
	Section 14.05	 	Trustee to Effectuate Subordination	47
	Section 14.06	 	Notice by the Company	47
	Section 14.07	 	Rights of The Trustee; Holders of Senior Indebtedness	48
	Section 14.08	 	Subordination May Not be Impaired	48
	Section 14.09	 	Article Applicable to Paying Agents	49
	Section 14.10	 	Defeasance of This Article	49
	Section 14.11	 	Subordination Language to be Included in Securities	49
	Section 14.12	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	49



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INDENTURE, dated as of March 30, 2015, among
XLIT Ltd., a Cayman Islands exempted company (herein called the “Company” or the “Issuer”),
having its principal office at XL House, 8 St. Stephen’s Green, Dublin 2, Ireland, XL Group plc, an Irish public limited
company (herein called the “Guarantor”), having its principal office at XL House, 8 St. Stephen’s Green,
Dublin 2, Ireland and Wells Fargo Bank, National Association, a national banking association, as trustee hereunder (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 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.


 


The Guarantor has duly authorized the execution
and delivery of this Indenture to provide for its Guarantee of the Securities as in this Indenture provided.


 


All things necessary to make this Indenture
a valid agreement of the Company and the Guarantor, 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
i


 


DEFINITIONS
AND OTHER PROVISIONS OF


GENERAL
APPLICATION


 


Section 1.01 Definitions. For all
purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


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


 


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


 


(3) 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
at the date of such computation;


 


(4) the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to
any particular article, section or other subdivision; and


 


(5) all references used herein
to the male gender shall include the female gender.


 


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


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person
means the power to direct the management and policies of




    	 



    	



    

such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Board of Directors” when
used with reference to the Company or the Guarantor means either the board of directors of the Company or the Guarantor, as the
case may be, or any duly authorized committee of such board duly authorized to act hereunder.


 


“Board Resolution” means
a copy of a resolution, certified by the secretary or an assistant secretary of the Company or the Guarantor, as the case may be,
to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered
to the Trustee.


 


“Business Day” means,
with respect to any Securities, a day that in the City of New York or in any Place of Payment is not a day on which banking institutions
are authorized by law or regulation to close.


 


“Capital Stock” for any
entity means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests
in (however designated) shares issued by that entity.


 


“Certificated Securities”
means Securities that are in registered definitive form.


 


“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.


 


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


 


“Company Request” or “Company
Order” means a written request or order signed in the name of the Company by its chairman of the board, a vice chairman,
its president or a vice president, and by its treasurer, an assistant treasurer, its secretary or an assistant secretary, and delivered
to the Trustee.


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any particular time the trust created by this Indenture shall be administered,
which office, at the time of the execution of this Indenture, is located at 45 Broadway, 14th Floor, New York, New York
10006, or any office of Trustee or any successor Trustee as may be designated in writing.


 


“Covenant Defeasance”
has the meaning specified in Section 4.04.


 


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


 


“Depositary” means, unless
otherwise specified by the Company pursuant to either Section 2.03 or 3.01, with respect to Securities of any series issuable or
issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation.


 


“Guarantee” means the
guarantee of the Company’s obligations under a given series of Securities by the Guarantor as provided in Article XI of this
Indenture.


 


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


 


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




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“Global Security” means
a Security issued to evidence all or a part of any series of Securities which is executed by the Company and authenticated and
delivered by the Trustee to the Depositary or its custodian or pursuant to the Depositary’s instruction, all in accordance
with this Indenture and pursuant to a Company Order, which shall be registered in the name of the Depositary or its nominee.


 


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


 


“Holder Action” has the
meaning specified in Section 7.02(d).


 


“Indenture” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more amendments or indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series
of Securities established as contemplated by Section 3.01.


 


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


 


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


 


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


 


“Mandatory Sinking Fund Payment”
has the meaning specified in Section 13.01.


 


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


 


“Officers’ Certificate”
means a certificate signed by the chairman of the board, the president or a vice president, and by the treasurer, an assistant
treasurer, the secretary or an assistant secretary of the Company, and delivered to the Trustee.


 


“Opinion of Counsel” means
a written opinion of counsel in a form reasonably acceptable to the Trustee, who may be counsel for the Company or the Guarantor
and who shall be acceptable to the Trustee.


 


“Optional Sinking Fund Payment”
has the meaning specified in Section 13.01.


 


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.02.


 


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


 


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


 


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




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(iii) Securities which have been
paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory
to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;


 


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, 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, only
Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor. In case of a dispute as to such right, any decision
by the Trustee shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly
an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for
the account of any of the above-described persons; and, subject to Section 6.01, the Trustee shall be entitled to accept such Officers’
Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding
for the purposes of any such determination.


 


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


 


“Payment Blockage Notice”
has the meaning specified in Section 14.02(b).


 


“Payment Blockage Period”
has the meaning specified in Section 14.02(b).


 


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


 


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


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


 


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


 


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


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.


 


“Responsible Officer”
shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including
any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of
the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter




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is referred because of such Person’s
knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this
Indenture.


 


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


 


“Senior Indebtedness,”
unless otherwise specified in one or more indentures supplemental hereto or approved pursuant to a Board Resolution in accordance
with Section 3.01, means, with respect to the Company, (i) the principal (including redemption payments), premium, if any, interest
and other payment obligations in respect of (A) indebtedness of the Company for money borrowed and (B) indebtedness evidenced by
securities, debentures, bonds, notes or other similar instruments issued by the Company, including any such securities issued under
any deed, indenture or other instrument to which the Company is a party (including, for the avoidance of doubt, indentures pursuant
to which subordinated debentures have been or may be issued); (ii) all capital lease obligations of the Company; (iii) all obligations
of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company, all
hedging agreements and agreements of a similar nature thereto and all agreements relating to any such agreements, and all obligations
of the Company under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);
(iv) all obligations of the Company for reimbursement on any letter of credit, banker’s acceptance, security purchase facility
or similar credit transaction; (v) all obligations of the type referred to in clauses (i) through (iv) above of other Persons for
the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; (vi) all obligations of the type
referred to in clauses (i) through (v) above of other Persons secured by any lien on any property or asset of the Company (whether
or not such obligation is assumed by the Company) and (vii) any deferrals, amendments, renewals, extensions, modifications and
refundings of all obligations of the type referred to in clauses (i) through (vi) above, in each case whether or not contingent
and whether outstanding at the date hereof or thereafter incurred, except, in each case, for the Securities and any such other
indebtedness or deferral, amendment, renewal, extension, modification or refunding that contains express terms, or is issued under
a deed, indenture or other instrument, which contains express terms, providing that it is subordinate to or ranks pari passu with
the Securities. Such Senior Indebtedness shall continue to be Senior Indebtedness and be entitled to the benefits of the subordination
provisions of this Indenture irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness and
notwithstanding that no express written subordination agreement may have been entered into between the holders of such Senior Indebtedness
and the Trustee or any of the Holders.


 


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


 


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


 


“Subsidiary” means, with
respect to any Person:


 


(1) any corporation or company
a majority of whose Capital Stock with voting power, under ordinary circumstances, to elect directors is, at the date of determination,
directly or indirectly, owned by such Person (a “subsidiary”), by one or more subsidiaries of such Person or by such
Person and one or more subsidiaries of such Person;


 


(2) a partnership in which such
Person or a subsidiary of such Person is, at the date of determination, a general partner of such partnership; or


 


(3) any partnership, limited
liability company or other Person in which such Person, a subsidiary of such Person or such Person and one or more subsidiaries
of such Person, directly or indirectly, at the date of determination, has (x) at least a majority ownership interest or (y) the
power to




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elect or appoint or direct the election
or appointment of the managing partner or member of such Person or, if applicable, a majority of the directors or other governing
body of such Person.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended, and in force at the date as of which this instrument was executed, except as
provided in Section 9.05.


 


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


 


“U.S. Government Obligations”
means securities which are (i) direct obligations of the United States of America for the payment of which its full faith and credit
is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as to the timely payment of principal and interest as a full
faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company which is a member of the Federal
Reserve System and having a combined capital and surplus of at least $50,000,000 as custodian with respect to any such obligation
evidenced by such depository receipt or a specific payment of interest on or principal of any such obligation held by such custodian
for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the obligation set forth in (i) or (ii) above or the specific payment of interest on or principal of such obligation
evidenced by such depository receipt.


 


Section 1.02 Compliance
Certificates and Opinions. 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 an Officers’ Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been complied with and, where appropriate as to matters
of law, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, 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 include:


 


(1) a statement that the 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 him to express an
informed opinion as to whether or not such condition or covenant 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.


 


Section 1.03 Form of Documents Delivered
to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some
matters and one or more other




    	6



    	



    



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 such matters is erroneous. Any certificate of counsel 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 1.04 Acts of Holders.


 


(a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided 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; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are received by the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee, the Company and
the Guarantor, if made in the manner provided in this Section 1.04.


 


(b) The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the same, may be proved in accordance with such reasonable
rules and regulations as may be prescribed by the Trustee or in any reasonable manner which the Trustee deems sufficient.


 


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


 


(d) If the Company shall solicit from
the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option,
by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding
Trust Indenture Act Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution,
which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith
and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities shall be computed as of such record date; provided, however, that
no such authorization, agreement or consent by such Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven months after the record date.


 


(e) 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, the Company or the Guarantor in reliance thereon, whether
or not notation of such action is made upon such Security.




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Section 1.05 Notices,
Etc., to Trustee, the Company and the Guarantor. 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,
the Company or the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (including
a facsimile transmission) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Services – Administrator
– XL Group PLC,


 


(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 (including
a facsimile transmission) 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 instrument or at any other address previously furnished in writing to the Trustee
by the Company, to the attention of the secretary of the Company, or


 


(3) the Guarantor by the Trustee
or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing (including
a facsimile transmission) and mailed, first-class postage prepaid, to the Guarantor, addressed to it at the address of its principal
office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee
by the Guarantor, to the attention of the general counsel of the Guarantor.


 


Section 1.06 Notice
to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at his address 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 hereunder. In any case where notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by
the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.


 


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


 


Section 1.07 Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required or deemed provision
shall control.


 


Section 1.08 Effect
of Headings and Table of Contents. The article and section headings herein and the table of contents are for convenience only
and shall not affect the construction hereof.


 


Section 1.09 Successors
and Assigns. All covenants and agreements in this Indenture by the Company and the Guarantor shall bind their successors and
assigns, whether so expressed or not.


 


Section 1.10 Separability
Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 1.11 Benefits of Indenture.
Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.




    	8



    	



    


Section 1.12 Governing
Law; Waiver of Jury Trial. This Indenture and the Securities shall be governed by and construed in accordance with the laws
of the State of New York, and for all purposes will be construed in accordance with the laws of said State without giving effect
to principles of conflicts of laws of such State.


 


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


 


Section 1.13 Legal
Holidays. In any case where any Interest Payment Date, Redemption 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 interest
or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date,
or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be.


 


Section 1.14 References
to Currency. All references in this Indenture to “dollars” or “$” are to the currency of the United
States of America.


 


Section 1.15 Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.


 


Section 1.16 USA
PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all
financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order
for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


ARTICLE
ii


 


SECURITY
FORMS


 


Section 2.01 Forms
Generally. The Securities of each series shall be in substantially the forms established in one or more indentures supplemental
hereto or approved from time to time by or pursuant to a Board Resolution of the Company in accordance with Section 3.01, in each
case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture
and any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any securities exchange or securities regulatory authority
or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the secretary or an assistant secretary of the Company and delivered to
the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of
such Securities.


 


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




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Section 2.02 Form
of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication required by this article
shall be in substantially the form set forth below:


 


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


 



	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee
	 	 	 
	 	By: 	 
	 	 	Authorized Signatory



 


Section 2.03 Securities Issuable in the
Form of a Global Security.


 


(a) If the Issuer shall establish pursuant
to Sections 2.01 and 3.01 that the Securities of a particular series are to be issued in whole or in part in the form of one or
more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with Section 3.03 and the Company Order
delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities, which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Securities of such series to be represented
by such Global Security or Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities
or its nominee, (iii) shall be delivered by the Trustee to the Depositary or its custodian or pursuant to the Depositary’s
instruction and (iv) shall bear a legend substantially to the following effect: “UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I)
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(b) Notwithstanding any other provision
of this Section 2.03 or of Section 3.05, unless the terms of a Global Security expressly permit such Global Security to be exchanged
in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner
provided in Section 3.05, only to another nominee of the Depositary for such Global Security, or to a successor Depositary for
such Global Security selected or approved by the Issuer or to a nominee of such successor Depositary.


 


(c) (i) If at any time the
Depositary for a Global Security notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Security
or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the Issuer shall appoint a successor Depositary with
respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Issuer within 90 days
after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute a Company Order for the authentication
and delivery of individual Securities of such series in exchange for such Global Security, and the Trustee, upon receipt of such
Company Order, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in
an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security.


 


(ii) If an Event of Default shall
have occurred and be continuing or an event shall have occurred which with the giving of notice or lapse of time or both would
constitute an Event of Default




    	10



    	



    

with respect to the Securities represented
by such Global Security, the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities
of such series in exchange for such Global Security, will authenticate and deliver individual Securities of such series of like
tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange
for such Global Security.


 


(iii) If specified by the Issuer
pursuant to Section 3.01 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such
Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of such series of
like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon the Issuer
shall execute, and the Trustee shall authenticate and deliver, without service charge, (1) to each Person specified by such Depositary
a new Security or Securities of the same series of like tenor and terms in definitive form and of any authorized denomination of
$2,000 and any integral multiple of $1,000 in excess thereof as requested by such Person in aggregate principal amount equal to
and in exchange for such Person’s beneficial interest in the Global Security; and (2) to such Depositary a new Global Security
of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of individual Securities delivered to Holders thereof.


 


(iv) In any exchange provided
for in any of the preceding three paragraphs, the Issuer will execute and the Trustee will authenticate and deliver individual
Securities in definitive registered form in authorized denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee. Securities
issued in exchange for a Global Security pursuant to this Section 2.03 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the persons in whose names such Securities
are so registered.


 


ARTICLE
III


 


THE
SECURITIES


 


Section 3.01 Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


 


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


 


(1) 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 2.03, 3.04, 3.05, 3.06, 9.06 or 12.07);


 


(2) the issue price, expressed
as a percentage of the aggregate principal amount;


 


(3) the date or dates on which
the principal of the Securities of the series is payable;


 


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


 


(5) the obligation, if any, of
the Company to redeem, repay or repurchase Securities of the series pursuant to any sinking fund or analogous provisions or at
the option of a Holder thereof and




    	11



    	



    

the period or periods within which,
the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, repaid or repurchased,
in whole or in part, pursuant to such obligation;


 


(6) the period of periods within
which, the price or prices or ratios at which and the terms and conditions upon which Securities of the series may be redeemed,
converted or exchanged, in whole or in part;


 


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


 


(8) if other than the full principal
amount, the portion of the principal amount of Securities of the series which will be payable upon declaration of acceleration
or provable in bankruptcy;


 


(9) any events of default not
set forth in this Indenture;


 


(10) the currency or currencies,
including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on such Securities
shall be payable (if other than the currency of the United States of America), which unless otherwise specified shall be the currency
of the United States of America as at the time of payment is legal tender for payment of public or private debts;


 


(11) if the principal of (and
premium, if any), or interest, if any, on such Securities are to be payable, at the election of the Company or any Holder thereof,
in a coin or currency other than that in which such Securities are stated to be payable, then the period or periods within which,
and the terms and conditions upon which, such election may be made;


 


(12) whether interest will be
payable in cash or additional Securities at the Company’s or the Holders’ option and the terms and conditions upon
which the election may be made;


 


(13) if such Securities are to
be denominated in a currency or currencies, including composite currencies, other than the currency of the United States of America,
the equivalent price in the currency of the United States of America for purposes of determining the voting rights of Holders of
such Securities as Outstanding Securities under this Indenture;


 


(14) if the amount of payments
of principal of (and premium, if any), or portions thereof, or interest, if any, on such Securities may be determined with reference
to an index, formula or other method based on a coin or currency other than that in which such Securities are stated to be payable,
the manner in which such amounts shall be determined;


 


(15) any restrictive covenants
or other material terms relating to the offered debt securities, which covenants and terms shall not be inconsistent with the provisions
of this Indenture;


 


(16) whether the Securities of
the series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions, if any,
upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary
for such Global Security or Securities;


 


(17) if other than as set forth
in this Indenture, any terms with respect to subordination of such Securities, including, without limitation, the definition of
“Senior Indebtedness”;


 


(18) any listing of such Securities
on any securities exchange;


 


(19) additional or alternative
provisions, if any, related to defeasance and discharge of the offered debt securities;



    	12



    	



    
(20) the applicability of any
additional guarantees;


 


(21) if convertible or exchangeable
for other securities, the terms on which such Securities are convertible or exchangeable, including the initial conversion or exchange
price, the conversion or exchange period, any events requiring an adjustment of the applicable conversion or exchange price and
any requirements relating to the reservation of securities for purposes of conversion in the case of convertible securities;


 


(22) provisions, if any, granting
special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;


 


(23) each initial Place of Payment;
and


 


(24) any other terms of the series,
which terms shall not be inconsistent with the provisions of this Indenture.


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution
and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.


 


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


 


Section 3.02 Denominations. The Securities
of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated
by Section 3.01. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


Section 3.03 Execution, Authentication,
Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the following individuals: any
member of its Board of Directors, its president, treasurer, any of its corporate secretaries, assistant secretary or any of its
vice presidents. The signature of any of these individuals on the Securities may be manual, facsimile or electronic (including
“.pdf” format).


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee, in accordance
with the Company Order, shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have
been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, or by one or more indentures
supplemental hereto as provided by Section 9.01, in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall
be fully protected in relying upon, an Opinion of Counsel stating,


 


(a) that such form has been established in
conformity with the provisions of this Indenture;


 


(b) that such terms have been established
in conformity with the provisions of this Indenture;


 


(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 valid and 




    	13



    	



    


legally binding obligations of the Company,
enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other
laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles;


 


(d) that all laws and requirements in respect
of the execution and delivery by the Company of the Securities have been complied with; and


 


(e) the items set forth in Section 1.02 hereof
and such other matters as the Trustee may reasonably request.


 


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.


 


Each Security shall be dated the date of
its authentication unless otherwise provided by the terms established and contemplated by Section 3.01.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture.


 


Section 3.04 Temporary Securities.
Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced,
in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine,
as evidenced by their execution of such Securities.


 


If temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor 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 3.05 Registration, Registration
of Transfer and Exchange. The Company shall cause to be kept at one of its offices or agencies maintained pursuant to Section
10.02 or at the office of the Security Registrar 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 Section 2.03 and to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee initially is hereby appointed “Security Registrar” for the
purpose of registering Securities and transfers of Securities as herein provided. The Company may act as Security Registrar and
may change or appoint a Security Registrar without prior notice to Holders or to the Trustee.


 


Subject to Section 2.03, 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, of any authorized denominations and of a like aggregate principal amount and tenor. 




    	14



    	



    


Subject to Section 2.03, at the option of
the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and tenor, 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.


 


Subject to Section 2.03, all Securities issued
upon any registration of transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.


 


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


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant
to Section 2.03, 3.04, 9.06 or 12.07 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 that series selected for redemption (under Section 12.03)
and ending at the close of business on the day of such mailing, 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.


 


Each Holder of a Security agrees to indemnify
the Company, the Guarantor and the Trustee against any liability that may result from the transfer, exchange or assignment of such
Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities
law.


 


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


 


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


 


Section 3.06 Mutilated, Destroyed, Lost
and Stolen Securities. If there shall be delivered to the Company and the Trustee (i)(A) any mutilated Security or (B) 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 hold each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee
that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for such mutilated Security,
a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


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


 


Upon the issuance of any new Security under
this Section 3.06, 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 




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expenses (including the fees and expenses
of the Trustee, which shall include any attorney’s fees and expenses) connected therewith.


 


Every new Security of any series issued pursuant
to this Section 3.06 in lieu of any destroyed, lost or stolen Security or in exchange for such mutilated Security, shall constitute
an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.


 


The provisions of this Section 3.06 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


 


Section 3.07 Payment of Interest; Interest
Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest.


 


Any interest on any Security of any series
which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (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. 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 3.07, each Security lawfully delivered under this Indenture upon registration of transfer of or in exchange for or in lieu
of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 


Section 3.08 Persons Deemed Owners.
Subject to Section 2.03, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor 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 




    	16



    	



    


premium, if any) and (subject to Section 3.07)
interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company,
the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary.


 


Section 3.09 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 and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and 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 3.09, except
as expressly permitted by this Indenture. The Trustee shall dispose of cancelled Securities in accordance with its customary procedures
and deliver evidence of such destruction, at the request of, and at the expense of, the Company.


 


Section 3.10 Computation of Interest.
Except as otherwise specified as contemplated by Section 3.01 for the Securities of any series, interest on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 3.11 CUSIP Numbers. The Company
in issuing the Securities may use “CUSIP” 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. The Company will promptly notify the Trustee in writing of any change
in the “CUSIP” numbers.


 


ARTICLE
IV



SATISFACTION AND DISCHARGE


 


Section 4.01 Satisfaction and Discharge
of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities
(except as to (i) any surviving rights of registration of transfer or exchange of Securities herein expressly provided for, (ii)
rights hereunder of Holders to receive payments of principal of, and premium, if any, and interest on, Securities, and other rights,
duties and obligations of the Holders as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee,
(iii) remaining obligations of the Company to make Mandatory Sinking Fund Payments and (iv) the rights, obligations and immunities
of the Trustee hereunder), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to any series of Securities, when:


 


(1) either


 


		(a)	all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have
been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 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 10.03) have been delivered to the Trustee
for cancellation; or
	 	 	 
		(b)	all such Securities not theretofore delivered to the Trustee for cancellation
	 	 	 
		(i) have become due and payable,





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	 	(ii) will become due and payable at their Stated Maturity within one year, or
	 	 	 
	 	(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,





 



and the Company, in the case of (i), (ii) or (iii)
above, has deposited or caused to be deposited with the Trustee as trust funds in trust (i) money in dollars in an amount (or if
the Securities are denominated in any currency other than dollars, an amount of the applicable currency), (ii) U.S. Government
Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment referred to in this subparagraph, money in an amount, or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized investment banking firm or firm of independent certified public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest
to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;


 


(2) if all series of Securities
are being discharged, the Company has paid or caused to be paid all other sums payable hereunder by the Company; and


 


(3) 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 have been complied with.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.07, and, if money shall have been deposited with
the Trustee pursuant to Subclause (1)(b) of this Section 4.01, the obligations of the Trustee under Section 4.02 and the next to
last paragraph of Section 10.03, shall survive.


 


Section 4.02 Application of Trust Funds;
Indemnification. (a) Subject to the provisions of the next to last paragraph of Section 10.03, all money and U.S. Government
Obligations deposited with the Trustee pursuant to Section 4.01, 4.03 or 4.04 and all money received by the Trustee in respect
of U.S. Government Obligations deposited with the Trustee pursuant to Section 4.01, 4.03 or 4.04 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), to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with or received by the Trustee or to make Mandatory Sinking
Fund Payments or analogous payments as contemplated by Section 4.03 or 4.04, but such money need not be segregated from other funds
except to the extent required by law.


 


(b) The Company shall pay and shall indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations deposited pursuant
to Section 4.01, 4.03 or 4.04, or the interest and principal received in respect of such obligations other than any payable by
or on behalf of Holders.


 


(c) The Trustee shall deliver or pay to the
Company from time to time upon Company Request, any U.S. Government Obligations or money held by it as provided in Section 4.01,
4.03 or 4.04 which, in the opinion of a nationally recognized investment banking firm or firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would
have been required to be deposited for the purpose for which such obligations or money were deposited or received.


 


Section 4.03 Defeasance and Discharge
of Indenture. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities
on the 91st day after the date of the deposit 




    	18



    	



    


referred to in subparagraph (d) of this Section
4.03, and the provisions of this Indenture, as it relates to such Outstanding Securities, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall at Company Request, execute proper instruments acknowledging the same), except as
to:


 


(a) the rights of Holders of Securities to
receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and premium, if any) and each
installment of principal of (and premium, if any) or interest on the Outstanding Securities on the Stated Maturity of such principal
or installment of principal or interest and (ii) the benefit of any Mandatory Sinking Fund Payments applicable to the Securities
on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities;


 


(b) the Company’s obligations with
respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03; and


 


(c) the obligations of the Company to the
Trustee under Section 6.07;


 


provided that the following conditions shall have been
satisfied:


 


(d) the Company has or caused to be irrevocably
deposited (except as provided in Section 4.02) with the Trustee as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Securities, (i) money in dollars in an amount (or if the Securities
are denominated in any currency other than dollars, an amount of the applicable currency), (ii) U.S. Government Obligations which
through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment referred to in clause (A) or (B) of this subparagraph, money in an amount, or (iii) a combination
thereof, sufficient, in the opinion of a nationally recognized investment banking firm or firm of independent certified public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (A) the principal of (and
premium, if any) and each installment of principal of (and premium, if any) and interest on the Outstanding Securities on the Stated
Maturity of such principal or installment of principal or interest or on the applicable Redemption Date and (B) any Mandatory Sinking
Fund Payments applicable to the Securities on the day on which such payments are due and payable in accordance with the terms of
this Indenture and of the Securities;


 


(e) such deposit shall not cause the Trustee
with respect to the Securities to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Securities;


 


(f) such deposit will not result in a breach
or violation of, or constitute a default under, any applicable laws, this Indenture or any other agreement or instrument to which
the Company is a party or by which it is bound;


 


(g) no Event of Default or event which with
notice or lapse of time would become an Event of Default with respect to the Securities shall have occurred and be continuing on
the date of such deposit or during the period ending on the 91st day after such date;


 


(h) the Company has delivered to the Trustee
an Officers’ Certificate as to solvency and the absence of any intent of preferring the Holders over any other creditors
of the Company; and


 


(i) if the deposit referred to in subparagraph
(d) of this Section 4.03 is to be made on or prior to one year from the Stated Maturity for payment of principal of the Outstanding
Securities, the Company has delivered to the Trustee an Opinion of Counsel with no material qualifications, or a favorable ruling
of the Internal Revenue Service, in either case to the effect that Holders of the Securities will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred. 




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Section 4.04 Defeasance of Certain Obligations.
If this Section 4.04 is specified to be applicable to Securities of any series, the Company and the Guarantor may omit to comply
with any term, provision or condition set forth in the sections of this Indenture or such Security with respect to the Securities
of that series (“Covenant Defeasance”) if:


 


(1) with reference to this Section
4.04, the Company has deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series, (i) money in dollars in
an amount (or if the Securities are denominated in any currency other than dollars, an amount of the applicable currency), or (ii)
U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms
will provide not later than one day before the due date of any payment referred to in clause (A) or (B) of this subparagraph money
in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized investment banking firm or
firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge (A) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on
the Outstanding Securities of that series on the Stated Maturity of such principal or installment of principal or interest and
(B) any Mandatory Sinking Fund Payments or analogous payments applicable to Securities of such series on the day on which such
payments are due and payable in accordance with the terms of this Indenture and of such Securities;


 


(2) such deposit shall not cause
the Trustee with respect to the Securities of that series to have a conflicting interest for purposes of the Trust Indenture Act
with respect to the Securities of any series;


 


(3) such deposit will not result
in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;


 


(4) the Company has delivered to
the Trustee an Officers’ Certificate as to solvency and the absence of any intent of preferring the Holders over any other
creditors of the Company;


 


(5) if the deposit referred to in
subparagraph (1) of this Section 4.04 is to be made on or prior to one year from the Stated Maturity for payment of principal of
the Outstanding Securities, the Company has delivered to the Trustee an Opinion of Counsel with no material qualifications, or
a favorable ruling of the Internal Revenue Service, in either case to the effect that Holders of the Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will
be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if
such deposit and defeasance had not occurred; and


 


(6) 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 defeasance contemplated by this Section 4.04 have been complied with.


 


In the event the Company effects Covenant
Defeasance with respect to any Securities and such Securities are declared due and payable because of the occurrence of any Event
of Default, other than an Event of Default with respect to any covenant as to which there has been Covenant Defeasance, the U.S.
Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on such Securities at the time of the
Stated Maturity but may not be sufficient to pay amounts due on such Securities at the time of the acceleration resulting from
such Event of Default.


 


ARTICLE
V



REMEDIES


 


Section 5.01 Events of
Default. 




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“Event of Default” (except
as otherwise specified or contemplated by Section 3.01 for Securities of any series) wherever used herein with respect to Securities
of any series, means any one of the following events:


 


(1) default in the payment of
any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of
60 days;


 


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


 


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


 


(4) default in the performance,
or breach, of any material 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 5.01 specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of series of Securities other than that series) and continuance of such for a period of
60 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 the Outstanding Securities, 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;


 


(5) the entry by a court having
jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or the Guarantor in an involuntary case
or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging
the Company or the Guarantor as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or the Guarantor under any applicable law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or the Guarantor 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 60 consecutive days;


 


(6) the commencement by the Company
or the Guarantor of a voluntary case or proceeding under any applicable 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 or the Guarantor, as the case may be, in an involuntary case or proceeding under
any applicable 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 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 the Guarantor 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 and its willingness to have a case commenced against it or to seek an order for relief
under any applicable bankruptcy, insolvency or other similar law or the taking of corporate action by the Company or the Guarantor
in furtherance of any such action;


 


(7) the Guarantee being declared
null and void in a judicial proceeding or ceasing to be in full force and effect, or the Guarantor denying or disaffirming its
obligations under this Indenture or the Guarantee other than by reason of the termination of this Indenture of the release of such
Guarantee in accordance with this Indenture; or


 


(8) any other Event of Default
expressly provided with respect to Securities of that series. 




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Section 5.02 Acceleration of Maturity;
Rescission and Annulment. If an Event of Default (other than an Event of Default resulting from bankruptcy, insolvency or reorganization)
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 that series may declare the principal
amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all of the Securities of that 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) shall become immediately due and payable.


 


In the case of an Event of Default resulting
from bankruptcy, insolvency or reorganization, which occurs and is continuing with respect to Securities of any series at the time
Outstanding, then all unpaid principal of and accrued interest on all such Outstanding Securities of that series shall become immediately
due and payable without any notice or other action on the part of the Trustee or the Holders of any Securities of such series.


 


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


 


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


 


		(a)	all overdue interest (including Defaulted Interest) on all Securities of that series,



 


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



 


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



 


		(d)	all sums paid or advanced by the Trustee and any predecessor Trustee hereunder and all sums due the Trustee and any predecessor
Trustee under Section 6.07; and



 


(2) all Events of Default with
respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become
due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


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


 


Section 5.03 Collection of Indebtedness
and Suits For Enforcement By Trustee. The Company covenants that if


 


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


 


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


 


the 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, to the extent 




    	22



    	



    
that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including all amounts due the Trustee and any predecessor Trustee under Section 6.07.


 


If the Company fails to pay such amounts
forthwith upon such demand, the Trustee, at the expense of Company, 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 the Guarantor 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 the Guarantor or any other
obligor upon such Securities, wherever situated.


 


If any 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 appropriate judicial proceedings necessary to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.


 


Section
5.04 Trustee May File Proofs of Claim. In case of 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 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 or interest) shall be entitled and empowered by intervention in such proceeding or otherwise:


 


(1) to file and prove a claim for
the whole amount of principal (and premium, if any) and interest 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


 


(2) to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee hereunder.


 


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 proceeding.


 


Section
5.05 Trustee May Enforce Claims Without Possession of Securities. All rights of
action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery 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. 




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Section
5.06 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) or interest, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts
due the Trustee (including its agents and counsel) and each predecessor Trustee hereunder;


 


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


 


THIRD: To the Company or the Guarantor,
as applicable.


 


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


 



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


 


(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 satisfactory to it 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 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 (it being further understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such Holders), or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all such Holders.


 


Section
5.08 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 3.07) interest on such Security
on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


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




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Section
5.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy.


 


Section
5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this article
or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


 


Section
5.12 Control by Holders. The Holders of a majority in principal amount of the Outstanding
Securities of any series (or if more than one series is affected thereby, of all series so affected, voting as a single class)
shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that:


 


(1) such direction shall not be
in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or be unduly prejudicial to Holders
not joining therein, and


 


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


 


Nothing in this Indenture shall impair the
right of the Trustee to take any other action which is not inconsistent with such direction.


 


Section
5.13 Waiver of Past Defaults. The Holders of not less than 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 any Security of such series, or


 


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


 


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


 


Section
5.14 Undertaking for Costs. 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,
suffered 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 and expenses,
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 5.14 shall not apply to any suit instituted by the Company or the Guarantor,
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 any Securities on or after the Stated Maturity or Maturities
expressed in such 




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Security (or, in the case of redemption, on or after the Redemption
Date). This Section 5.14 shall be in lieu of Section 315(e) of the Trust Indenture Act and such Section 315(e) is hereby expressly
excluded from this Indenture, as permitted by the Trust Indenture Act.


 


Section
5.15 Waiver of Stay or Extension Laws. The Company and the Guarantor each 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 each of the Company and the Guarantor (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.


 


ARTICLE VI


 



THE TRUSTEE


 


Section
6.01 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 with respect to such series, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and


 


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


 


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


 


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


 


(1) this subsection shall not be
construed to limit the effect of Subsection (a) of this Section 6.01;


 


(2) the Trustee shall not be liable
for any error or 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, determined as provided in Section 5.12 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




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


 


(d) Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section 6.01.


 


Section
6.02 Notice of Defaults. Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series,
as their names and addresses appear in the Security Register, notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest on 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 the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that in the case of any default of the character specified in Section 5.01(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 6.02, the term “default” means any event 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
6.03 Certain Rights of Trustee. Subject to the provisions of Section 6.01:


 





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


 


(b) any request 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, conclusively rely upon an Officers’ Certificate;


 


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


 


(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 satisfactory to it against any costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction;


 


(f) the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee,
in its discretion, may 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 and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation;





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


 


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


 


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


 


(j) the rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to
act hereunder;


 


(k) the Trustee may request that the Company
deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized
to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered
and not superseded;


 


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


 


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


 


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


 


Section 6.04 Not Responsible for Recitals
or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall
not be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


Section 6.05 May Hold Securities.
The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.12, may otherwise deal with, and collect obligations
owed to it by, the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.


 


Section 6.06 Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.


 


Section 6.07 Compensation, Reimbursement
and Indemnification. The Company agrees:


 


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




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


 


(3) to indemnify each of the Trustee
and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder and the performance of its duties hereunder, including the
costs and expenses of defending itself against any claim (whether asserted by the Company, the Guarantor, a Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent
any such loss, liability or expense is due to its own negligence or bad faith.


 


To ensure the performance of the obligations
of the Company hereunder, the Trustee shall have a senior claim to which the Securities are hereby made subordinate upon all property
and funds held or collected by the Trustee as such, except property and funds held in trust for the payment of principal of, premium,
if any, or interest on particular Securities.


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.01, the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable
federal or state bankruptcy, insolvency or other similar law.


 


The provisions of this Section 6.07 shall
survive the termination of this Indenture.


 


Section 6.08 Disqualification; Conflicting
Interests. The Trustee shall comply with the terms of Section 3.10(b) of the Trust Indenture Act.


 


Section 6.09 Corporate Trustee Required;
Eligibility. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under
the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers having (or, in the case of the subsidiary of a bank holding company that guarantees the obligations of the
Trustee under this Indenture, such holding company’s parent shall have) a combined capital and surplus of at least $50,000,000
subject to supervision or examination by federal or state authority. If such corporation or holding company parent publishes reports
of condition at least annually, pursuant to law or the requirements of said supervising or examining authority, then for the purposes
of this Section 6.09, the combined capital and surplus of such corporation or holding company parent 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 shall
cease to be eligible in accordance with the provisions of this Section 6.09, it shall resign immediately in the manner and with
the effect hereinafter specified in this article.


 


Section 6.10 Resignation and
Removal; Appointment of Successor. (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 6.11.


 


(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 6.11 shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may, at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for by the first sentence of this subsection may be
combined with the instrument called for by Section 6.11.




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(c) The Trustee, upon 30 days’ notice,
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 an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being
removed may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


(e) If at any time:


 


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


 


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


 


(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, upon 30 days’ notice, (i) the
Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


(f) The Company also may remove the Trustee
with or without cause if the Company so notifies the Trustee 30 days in advance and if no Default occurs or is continuing during
the 30-day period.


 


(g) 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 shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment
in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section
6.11, 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.


 


(h) 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.
The Trustee shall have no liability or responsibility for the actions or inaction of any successor Trustee.




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Section 6.11 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 Guarantor, 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, at the
expense of the Company, 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 6.11, 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.


 


Section 6.12 Merger, Conversion, Consolidation
or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the Trustee (including the administration of this Indenture),
shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this
article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such Securities.


 


Section 6.13 Preferential Collection
of Claims Against Company or Guarantor. If and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities) or the Guarantor, 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) or the Guarantor. A trustee who has resigned or been
removed shall be subject to the Trust Indenture Act Section 311(a) to the extent provided therein.




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ARTICLE VII


 


HOLDERS’ LISTS
AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01. Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee and Security Registrar (if not the Trustee) with
respect to the Securities of each series


 


(a) semi-annually, not more than 15 days
after each Regular Record Date, or, in the case of any series of Securities on which semi-annual interest is not payable, not more
than fifteen days after such semi-annual dates as may be specified by the Trustee, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such Regular Record Date or such semi-annual date, as the case may be,
and


 


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


 


provided, however, that so long as the Trustee
is the Security Registrar, no such list need be furnished.


 


Section 7.02 Preservation of
Information; Communications to Holders.


 


(a) The Security Registrar shall preserve,
in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished
by the Company as provided in Section 7.01. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt
of a new list so furnished.


 


(b) If three or more Holders (herein referred
to as “applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant
has owned a Security for a period of at least six months preceding the date of such application, and such application states that
the applicants’ desire to communicate with other Holders with respect to their rights under this Indenture or under the Securities
and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee
shall, within five Business Days after the receipt of such application, at its election, either


 


(i) afford such applicants access
to the information preserved at the time by the Trustee in accordance with Section 7.02(a), or


 


(ii) inform such applicants as to
the approximate number of Holders whose names and addresses appear in the information preserved at the time by the Trustee in accordance
with Section 7.02(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any,
specified in such application.


 


If the Trustee shall elect not to afford
such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder
whose name and address appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a) a copy
of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment by such requesting Holders, or provision for the payment, of the reasonable
expenses of mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interest of the Holders or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness




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after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.


 


(c) Every Holder of Securities, by receiving
and holding the same, agrees with the Company, the Guarantor and the Trustee that none of the Company, the Guarantor, the Trustee
or any agent thereof 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 7.02(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 7.02(b).


 


(d) Subject to Sections 7.02(a), 7.02(b),
7.02(c) and 6.01, if the Company or any other person (other than the Trustee) shall desire to communicate with Holders of Securities
to solicit or obtain from them any proxy, consent, authorization, waiver, approval of a plan of reorganization, arrangement or
readjustment or other action (“Holder Action”), the Trustee shall have no duty to participate in such communication
or solicitation or the processing of responses in any manner except (i) to furnish the rules and regulations and to perform the
functions referred to in Section 1.04 and (ii) to receive (A) the instruments evidencing the Holder Action together with (B) the
Officers’ Certificate and Opinion of Counsel referred to below. The Company hereby covenants that any and all communications
and solicitations distributed by it in connection with any Holder Action will comply in all material respects with applicable law,
including, without limitation, applicable law concerning adequacy of disclosure. The Trustee shall have no responsibility for the
accuracy or completeness of any materials circulated to solicit any Holder Action or for any related communications or for the
compliance thereof with applicable law. No Holder Action shall become effective until the Trustee shall have received from the
Company or other person who solicited the Holder Action the instruments evidencing such Holder Action (x) (in the case of Holder
Action solicited by the Company or the representative of the Company’s estate if the Company is the debtor in any bankruptcy
or other insolvency proceeding) an Officers’ Certificate and (y) (in all cases) an Opinion of Counsel, each specifying the
Holder Action taken and stating that such Holder Action has been duly and validly taken in compliance with this Indenture in all
material respects. Such Officers’ Certificate, if any, shall also certify that (after giving effect to such Holder Action)
no Event of Default or event or condition which, with notice or lapse of time or both, would become an Event of Default has occurred
and is continuing or has not been waived.


 


(e) The Depositary may grant proxies and
otherwise authorize its participants which own the Global Securities to give or take any Act which a Holder is entitled to take
under this Indenture; provided, however, that the Depositary has delivered a list of such participants to the Trustee.


 


Section 7.03 Reports by Trustee.


 


(a) Within 60 days after September 30 of
each year commencing with the first September 30 following the date of this Indenture, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Security Register, a brief report dated as of such September 30, to the extent
required by Section 3.13(a) of the Trust Indenture Act.


 


(b) The Trustee shall comply with Sections
3.13(b) and 3.13(c) of the Trust Indenture Act.


 


(c) A copy of each such report shall, at
the time of such transmission to Holders, be filed by the Trustee with the Commission and with the Company. The Company will promptly
notify the Trustee in writing when any Securities are listed on any stock exchange, or of any delisting thereof.


 


Section 7.04 Reports.


 


The Company shall:


 


(1) 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




    	33



    	



    

to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (provided that availability of such reports on a website maintained by the Commission
shall be deemed to fulfill this requirement); or, if the Company is not required to file information, documents or reports pursuant
to either of said sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required
pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations; and


 


(2) file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company and the Guarantor with the conditions and covenants of this Indenture
as may be required from time to time by such rules and regulations.


 


For so long as the Guarantor remains a guarantor
under this Indenture, or if at any time any other direct or indirect parent company of the Company is a guarantor of the Securities,
the reports, information and other documents required to be filed and furnished pursuant to this Section 7.04 may, at the option
of the Company, be filed by and be those of the Guarantor or such other parent, as applicable, rather than the Company.


 


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


 


ARTICLE
VIII


 


SUCCESSOR
CORPORATION


 


Section 8.01 When Company or
Guarantor May Merge or Transfer Assets. (a) The Company shall not (1) consolidate with or merge with or into any other
Person (other than the Guarantor) or convey, transfer, sell or lease its properties and assets substantially as an entirety
to any Person (other than the Guarantor), (2) permit any Person (other than the Guarantor) to consolidate with or merge into
the Company, or (3) permit any Person (other than the Guarantor) to convey, transfer, sell or lease that Person’s
properties and assets substantially as an entirety to the Company, unless:


 


(i) in the case of (1) and (2) above,
either (x) the Company shall be the surviving person or (y) the Person (if other than the Company) formed by such consolidation
or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of
the Company substantially as an entirety is an entity organized and existing under the laws of the United States of America (including
any State thereof or the District of Columbia), the United Kingdom, Ireland, the Cayman Islands, Bermuda or any country which is
a member of the Organisation for Economic Co-operation and Development or the European Union and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the
obligations of the Company under the Securities and this Indenture;


 


(ii) immediately after giving effect
to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing; and


 


(iii) the Company shall have delivered
to the Trustee an Officers’ Certificate stating that such consolidation, merger, conveyance, transfer, sale or lease and,
if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section
8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.




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(b) The Guarantor shall not (1) consolidate
with or merge with or into any other Person (other than the Company) or convey, transfer, sell or lease its properties and assets
substantially as an entirety to any Person (other than the Company), (2) permit any Person (other than the Company) to consolidate
with or merge into the Guarantor, or (3) permit any Person to convey, transfer, sell or lease that Person’s properties and
assets substantially as an entirety to the Guarantor, unless:


 


(i) in the case of (1) and (2) above,
either (x) the Guarantor shall be the surviving person or (y) the Person (if other than the Guarantor) formed by such consolidation
or into which the Guarantor is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of
the Guarantor substantially as an entirety is an entity organized and existing under the laws of the United States of America (including
any State thereof or the District of Columbia), the United Kingdom, Ireland, the Cayman Islands, Bermuda or any country which is
a member of the Organisation for Economic Co-operation and Development or the European Union and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the
obligations of the Guarantor under the Securities and this Indenture;


 


(ii) immediately after giving effect
to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing; and


 


(iii) the Guarantor shall have delivered
to the Trustee an Officers’ Certificate stating that such consolidation, merger, conveyance, transfer, sale or lease and,
if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section
8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.


 


(c) The successor Person formed by such
consolidation or into which the Company or the Guarantor is merged or the successor Person to which such conveyance, transfer,
sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the
Guarantor, as the case may be, under this Indenture with the same effect as if such successor had been named as the Company or
Guarantor, respectively, herein; and thereafter, the Company or the Guarantor, as the case may be, shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to Section 9.03, the Company, the Guarantor, the Trustee
and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor
Person and such discharge and release of the Company or the Guarantor. 


 




ARTICLE
IX


 


AMENDMENTS & SUPPLEMENTAL INDENTURES


 


Section 9.01 Amendments or Supplemental
Indentures Without Consent of Holders. The Company and the Guarantor, when authorized by Board Resolutions, and the Trustee,
at any time and from time to time, may amend or supplement this Indenture or the Securities or waive any provision of this Indenture
or the Securities without the consent of any Holder, so long as such changes or waivers, other than those in clause (2), do not
materially and adversely affect the interests of the Holder:


 


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


 


(2) to make any modifications or
amendments that do not, in the good faith opinion of the Company’s or the Guarantor’s Board of Directors and the Trustee,
adversely affect the interests of the Holders in any material respect, provided that any amendment or supplement conforming this
Indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement)
pursuant to which the Securities were initially sold shall be deemed not to adversely affect the interest of Holders; 




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(3) to provide for the assumption
of the Company’s or the Guarantor’s obligations under this Indenture by a successor upon any merger, consolidation
or asset transfer as permitted by and in compliance with Article VIII of this Indenture;


 


(4) to provide any security for
or additional guarantees of the Securities;


 


(5) to add Events of Default with
respect to the Securities;


 


(6) to add covenants for the benefit
of the Holders or to surrender any right or power conferred upon the Company or the Guarantor by this Indenture;


 


(7) to make any change necessary
to comply with the Trust Indenture Act, or any amendment thereto, or to comply with any requirement of the Commission in connection
with the qualification of this Indenture under the Trust Indenture Act;


 


(8) to provide for uncertificated
Securities in addition to or in place of certificated Securities or to provide for bearer Securities;


 


(9) to add to or change any of the
provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer
form, registrable or not registrable as to principal, and with or without interest coupons;


 


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


 


(11) to establish the form or terms
of Securities of any series as permitted by Sections 2.01 and 3.01; or


 


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


 


Section 9.02 Amendments
or Supplemental Indentures with Consent of Holders. With the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of all series affected by such amendment or supplement (taken
together as one class), the Company and the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may amend or supplement this Indenture or the Securities. However, without the consent of each Holder affected,
an amendment of or a supplement to this Indenture or the Securities may not:


 


(1) change the Stated Maturity of
the principal of, or premium, if any, or any installment of interest with respect to the Securities;


 


(2) reduce the principal amount
of, or the rate of interest on, or any premium payable upon the redemption of, the Securities;


 


(3) change the currency of payment
of principal of or interest on the Securities;


 


(4) change the redemption provisions,
if any, of any Securities in any manner adverse to the Holders of such Securities;


 


(5) impair the right to institute
suit for the enforcement of any payment on or with respect to the Securities; 




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(6) reduce the above-stated percentage
of Holders of the Securities of any series necessary to modify or amend this Indenture;


 


(7) if the Securities are convertible
or exchangeable, adversely affect the right to convert or exchange the Securities in accordance with the provisions of this Indenture;


 


(8) release the Guarantor from any
of its obligations under the Guarantee, except in accordance with the terms of this Indenture;


 


(9) modify or change the subordination
provisions hereof in any manner which adversely affects the Holders; or


 


(10) modify the foregoing requirements
or reduce the percentage of Outstanding Securities necessary to waive any covenant or past default.


 


It shall not be necessary for any Act of
the Holders under this Section 9.02 to approve the particular form of any proposed amendment or supplemental indenture, but it
shall be sufficient if such Act approves the substance thereof.


 


After an amendment or supplemental indenture
under this Section 9.02 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment or supplemental
indenture.


 


An amendment or 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.


 


Section 9.03 Execution
of Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized pursuant to this article if the amendment
contained therein does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee
may, but need not, sign such supplemental indenture. 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 receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that this Indenture
as amended by such supplemental indenture is the valid, binding and enforceable obligation of the Company and Guarantor in accordance
with its terms.


 


Section 9.04 Effect
of Supplemental Indentures. Upon the execution of any supplemental indenture under this article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 9.05 Conformity
with Trust Indenture Act. Every supplemental indenture executed pursuant to this article shall conform to the requirements
of the Trust Indenture Act as then in effect.


 


Section 9.06 Reference
in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this article may, and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of
any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of
such series.





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ARTICLE
X



COVENANTS


 


Section 10.01 Payment of Principal, Premium
and Interest. The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually
pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities
and this Indenture. At the option of the Company, payment of principal (and premium, if any) and interest may be made by wire
transfer or (subject to collection) by check mailed to the address of the Person entitled thereto at such address as shall appear
in the Security Register.


 


Section 10.02 Maintenance of Office or
Agency. The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities
of that series may be presented or surrendered for registration of transfer or exchange 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 hereby initially appoints
the Trustee its office or agency for each of said purposes. 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 10.03 Money for Securities; Payments
to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities,
it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to act.


 


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


 


The Company will cause each Paying Agent
for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 10.03, that such Paying Agent will:


 


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


 


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




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The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from 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 any
Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company 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, shall at the expense of the Company cause to be mailed or published once, in a newspaper published
in the English language, customarily published on each Business Day and of general circulation in the City, County and State of
New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


The Company shall have no obligation to make
payment of principal of (or premium, if any) or interest on any Security in immediately available funds, except that if the Company
shall have received original payment for Securities in immediately available funds it shall make available immediately available
funds for payment of the principal of such Securities.


 


Section 10.04 Corporate
Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall
not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.


 


Section 10.05 Maintenance
of Properties. The Company will use its reasonable efforts to cause all material properties used or useful in the conduct
of its business to be maintained and kept in good condition, repair and working order (subject to wear and tear) and supplied
with all necessary material equipment and will use its reasonable efforts to cause to be made all necessary material repairs,
renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that
nothing in this Section 10.05 shall prevent the Company from discontinuing the operation or maintenance of any of such properties
if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in
any material respect to the Holders.


 


Section 10.06 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, a certificate of the principal executive officer, principal financial officer or principal
accounting officer of the Company stating whether or not to the best knowledge of the signers thereof the Company or the Guarantor
are in default in the performance and observance of any of the terms, provisions and conditions of this Indenture, and if the
Company or the Guarantor shall be in default, specifying all such defaults and the nature and status thereof of which they may
have knowledge.


 


Section 10.07 Waiver
of Certain Covenants. The Company and the Guarantor may omit in any particular instance to comply with any term, provision
or condition set forth in this Article X if, before or after the time for such compliance, the Holders of at least a majority
in principal amount of the Outstanding Securities (taken together as one class) shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term, provision or condition; except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the Guarantor and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full force and effect. 




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Section 10.08 Calculation
of Original Issue Discount. The Company shall file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities
as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.


 


ARTICLE
XI



THE GUARANTEE


 


Section 11.01 Unconditional
Guarantee.


 


(a) The Guarantor does hereby fully and
unconditionally guarantee to the Holders of the Securities of each series all payments of principal, premium, if any, and interest
on such Securities when due, in accordance with the provisions of such series of Securities and this Indenture. This Guarantee
shall be made on a subordinated basis, with the terms of such subordination in respect of each series of Securities issued hereunder
to be set forth in a supplemental indenture hereto.


 


(b) The Guarantor hereby waives notice
of acceptance of the Guarantee and of default of performance by the Company, and hereby agrees that payment under the Guarantee
shall be subject to no condition other than the giving of a written request for payment stating the fact of default of performance,
in the manner provided in Section 1.05 of this Indenture. The Guarantee is a guarantee of payment and not of collection.


 


(c) The obligations of the Guarantor under
the Guarantee shall in no way be impaired by: (i) any extension, amendment, modification or renewal of the Securities of the relevant
series; (ii) any waiver of any Event of Default, extension of time or failure to enforce any of the provisions of the Securities
of the relevant series or the Indenture; or (iii) any extension, moratorium or other relief granted to the Company pursuant to
any applicable law or statute.


 


(d) The Guarantor shall be obligated to
make payment under the Guarantee, for the benefit of the Holders of each series of Securities, in the same manner in which the
Company is obligated to make payments on such series of Securities.


 


(e) Subject to clause (f) below, the Guarantor
hereby agrees that:


 


(i) each series of Securities
will be paid strictly in accordance with the terms of such series of Securities and the Indenture, regardless of the value, genuineness,
validity, regularity or enforceability of such series of Securities and the Indenture, and of any law, regulation or order now
or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee with respect thereto, to the
fullest extent permitted by law; and


 


(ii) the liability of the Guarantor
to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination,
defense, offset, counterclaim, or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor), whether by
reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration
or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any
other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from
default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of:


 


(1) any lack of validity or
enforceability of any agreement or instrument relating to the Securities of the relevant series; 




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(2) any change in the time, manner
or place of payment under, or in any other term in respect of, all or any Securities of the relevant series, or any other amendment
or waiver of or consent to any departure from any other agreement relating to such series of Securities;


 


(3) any increase in, addition
to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment
or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any Securities of the relevant
series;


 


(4) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Company in respect the Securities of the relevant series;


 


(5) the absence of any action
on the part of the Trustee to obtain payment under the Securities of the relevant series or the Indenture from the Company;


 


(6) any insolvency, bankruptcy,
reorganization or dissolution, or any similar proceeding of or in respect of the Company, including, without limitation, rejection
of the Securities of the relevant series in such bankruptcy; or


 


(7) the absence of notice or
any delay in any action to enforce any provision of the Securities of the relevant series or the Indenture or to exercise any right
or remedy against the Guarantor or the Company, whether under the Indenture, the Securities of the relevant series or any agreement
or any indulgence, compromise or extension granted.


 


(f) Notwithstanding anything to the contrary
in the Guarantee, the Guarantor does not waive any defense that would be available to the Company based on a breach, default or
misrepresentation by the Trustee, or failure of any condition to the Company’s obligations under the Indenture or the illegality
of any provision of the Indenture.


 


(g) The Guarantor further agrees that,
to the extent that the Company or the Guarantor makes a payment or payments to the Trustee, which payment or payments or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or repaid to the Company or the
Guarantor or their respective estate, trustee, receiver or any other party under any bankruptcy laws, state or federal law, common
law or equitable cause, then to the extent of such payment or repayment, the Guarantee and the advances or part thereof which have
been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial
payment, reduction or satisfaction occurred.


 


Section 11.02 Guarantee
for the Benefit of the Holders. The Guarantee contained in this Indenture is entered into by the Guarantor for the benefit
of the Holders from time to time of the Securities. Such provisions shall not be deemed to create any right, or to be in whole
or in part for the benefit, of any Person other than the Trustee, the Guarantor, the Holders from time to time of the Securities
and their permitted successors and assigns.


 


Section 11.03 Waiver
of Subrogation. The Guarantor shall be subrogated to all rights of the Holders of the Securities and the Trustee against the
Company pursuant to the provisions of the Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or
to receive any payments arising out of or based upon, such right of subrogation until the principal of (and premium, if any) or
interest on the Securities of the relevant series issued under the Indenture shall have been paid in full.


 


Section 11.04 No
Suspension of Remedies. Nothing contained in this Article XI shall limit the right of the Trustee or the Holders of the Securities
to take any action pursuant to Article V of this Indenture or to pursue any other rights or remedies under the Indenture or under
applicable law.


 


Section 11.05 Termination.
The Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the
entire principal of and interest and any premium on the Securities shall have been paid in full or otherwise discharged in accordance
with the provisions of this Indenture. 




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ARTICLE
XII



REDEMPTION OF SECURITIES


 


Section 12.01 Applicability
of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with
this article.


 


Section 12.02 Election
to Redeem; Notice to Trustee. 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 of less than all the Securities of any series, the Company shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee in writing of such Redemption Date and of the principal amount of Securities of such series to be redeemed,
such notice to be accompanied by a written statement signed by an authorized officer of the Company stating that no defaults in
the payment of interest or Events of Default with respect to the Securities of that series have occurred (which have not been
waived or cured). 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 an Officers’ Certificate
evidencing compliance with such restriction.


 


Section 12.03 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,
subject to the customary procedures of the Depositary, and which may provide for the selection or 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.


 


The Trustee shall promptly notify the Company
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.


 


Section 12.04 Notice
of Redemption. The Company shall give a notice of redemption by first-class mail, postage prepaid, mailed not less than 45
nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the
Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice. Failure to give notice by mail, or any defect in the notice to any such Holder
in respect of any Security, shall not affect the validity of the proceedings for the redemption of any other Security.


 


All notices of redemption shall state:


 


(1) the Redemption Date,


 


(2) the Redemption Price and
any accrued interest,


 


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




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


 


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


 


(7) the CUSIP number and, if
applicable, the ISIN number, of the Securities being 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 written request, by the Trustee
in the name and at the expense of the Company.


 


Section 12.05 Deposit
of Redemption Price. On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with
the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money, in funds immediately available on the due date, sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that
date.


 


Section 12.06 Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein specified together with accrued interest thereon,
and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on 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 3.07.


 


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.


 


The Trustee shall not redeem any Securities
of any series pursuant to this article (unless all Outstanding Securities of such series are to be redeemed) or mail or give any
notice of redemption of Securities during the continuance of an Event of Default hereunder known to the Trustee with respect to
such series, except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee
shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient
for such redemption. Except as aforesaid, any moneys theretofore or thereafter received by the Trustee shall, during the continuance
of such Event of Default, be deemed to have been collected under Article V and held for the payment of all such Securities of such
series. In case such Event of Default shall have been waived as provided in Section 5.13 or the default cured on or before the
sixtieth day preceding the Redemption Date, such moneys shall thereafter be applied in accordance with the provisions of this article.


 


Section 12.07 Securities
Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security
or Securities of the same series, 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. 




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ARTICLE
XIII


 


SINKING FUNDS


 


Section 13.01 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 as contemplated by Section 3.01 for Securities of such series.


 


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,”
and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series, the cash amount
of any sinking fund payment may be subject to reduction as provided in Section 13.02. 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 13.02 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 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 fund payment shall be reduced accordingly.


 


Section 13.03 Redemption
of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company (1) will deliver to the Trustee an Officers’ Certificate (A) stating that no defaults in the payment of interest
or Events of Default with respect to Securities of that series have occurred (which have not been waived or cured), (B) specifying
the amount of the next ensuing sinking fund payment for that series pursuant to the terms of Securities of that series, (C) stating
whether or not the Company intends to exercise its right, if any, to make an Optional Sinking Fund Payment with respect to such
series on the next ensuing sinking fund payment date and, if so, specifying the amount of such Optional Sinking Fund Payment and
(D) specifying the portion of such sinking fund payment, if any, which is to be satisfied by payment of cash and the portion thereof,
if any, which is to be satisfied by delivering and crediting Securities of that series pursuant
to Section 13.02 and (2) 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 of such series to be redeemed upon such sinking fund payment
date in the manner specified in Section 12.03 and cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 12.04. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 12.05, 12.06 and 12.07. Failure of the Company, on or before
any such 60th day, to deliver such Officers’ Certificate and Securities specified in this Section 13.03, if any, shall not
constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (a) that the Mandatory
Sinking Fund Payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without
the option to deliver or credit Securities of such series in respect thereof and (b) that the Company will make no Optional Sinking
Fund Payment with respect to Securities of such series as provided in this article.


 


The Trustee shall not redeem or cause to
be redeemed any Security of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by
operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of
Default with respect to such series except that, where the mailing of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received
from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at
the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during
the continuance of such default or Event of Default, be deemed to have been collected under Article V and held for the payment
of all such Securities of such series. In case such Event of Default shall have been waived as provided in Section 5.13 or the
default cured on or before the 60th day preceding the sinking fund payment date, such moneys




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shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section 13.03 to the redemption of such Securities.


 


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.


 


ARTICLE
XIV


 


SUBORDINATION


 


Section
14.01 Agreement to Subordinate.


 


(a) The Company covenants and agrees, and
each Holder of Securities issued hereunder by such Holder’s acceptance thereof likewise covenants and agrees, that (except
as otherwise specified as contemplated by Section 3.01 for Securities of any series) all Securities shall be issued subject to
the provisions of this article; and each Holder of a Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.


 


(b) The payment by the Company of the principal
of, and interest on, the Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the
date of this Indenture or thereafter incurred.


 


(c) No provision of this article shall prevent
the occurrence of any default or Event of Default hereunder.


 


Section 14.02 Default
on Senior Indebtedness.


 


(a) No direct or indirect payment by or on
behalf of the Company of principal of, premium, if any, or interest on the Securities, whether pursuant to the terms of the Securities
or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment,
there exists a default in the payment when due of all or any portion of the obligations under or in respect of any Senior Indebtedness,
whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have
been cured or waived or the benefits of this sentence waived by or on of the holders of Senior Indebtedness.


 


(b) In addition, during the continuance of
any non-payment default or non-payment event of default with respect to any Senior Indebtedness pursuant to which the maturity
thereof may be accelerated, and upon receipt by the Trustee of written notice (a “Payment Blockage Notice”)
from a holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, then,
unless and until such default or event of default has been cured or waived or has ceased to exist or such Senior Indebtedness has
been discharged or repaid in full in cash, or the requisite holders of such Senior Indebtedness have otherwise agreed in writing,
no payment of any kind or character with respect to any principal of or interest on or distribution will be made by or on behalf
of the Company on account of or with respect to the Securities, during a period (a “Payment Blockage Period”) commencing
on the date of receipt of such Payment Blockage Notice by the Trustee and ending 179 days thereafter.


 


(c) Notwithstanding anything herein to the
contrary, (x) in no event will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect
thereof was given and (y) there must be 180 days in any 360-day period during which no Payment Blockage Period is in effect. Not
more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days.
No default or event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with
respect to the Senior Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for the commencement
of any other Payment Blockage Period by the holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf
of such Senior Indebtedness, whether or not within a




    	45



    	



    

period of 360 consecutive days, unless such
default or event of default has been cured or waived for a period of not less than 90 consecutive days.


 


(d) In the event that, notwithstanding the
foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section
13.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness
or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing
such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, to the extent
necessary to pay such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or
for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the
Trustee.


 


Section
14.03 Liquidation; Dissolution; Bankruptcy.


 


(a) Upon any distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to creditors upon any total or partial dissolution,
winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary, assignment for the benefit of creditors
or marshalling of the Company’s assets, or in bankruptcy, insolvency, receivership or other similar proceedings, whether
voluntary or involuntary, all principal, premium, if any, and interest due or to become due to all Senior Indebtedness of the Company
shall first be paid in full in cash, or such payment duly provided for to the satisfaction of the holders of the Senior Indebtedness,
before the Holders are entitled to receive or retain any payment; and upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character whether in cash,
property or securities, which the Holders or the Trustee would be entitled to receive from the Company, except for the provisions
of this article, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly
to the holders of Senior Indebtedness of the Company or their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests
may appear, as calculated by the Company, to the extent necessary to pay such Senior Indebtedness in full in cash, or such payment
duly provided for to the satisfaction of the holders of the Senior Indebtedness, after giving effect to any concurrent payment
or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to
the Holders or to the Trustee.


 


(b) In the event that, notwithstanding the
foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for
the benefit of, and shall be paid over or delivered to, the holders of such Senior Indebtedness or their respective representatives,
or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have
been issued, as their respective interests may appear, as calculated by the Company, to the extent necessary to pay such Senior
Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or for the benefit of the holders
of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee.


 


(c) For purposes of this article, the words
“cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of
which is subordinated at least to the extent provided in this article with respect to the Securities to the payment of all Senior
Indebtedness of the Company that may at the time be outstanding; provided, however, that (i) such Senior Indebtedness is assumed
by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of
such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The amalgamation
or consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution
of the Company following the conveyance or transfer of its properties or assets substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article Eight of this Indenture shall not be deemed a dissolution, winding-up, liquidation
or reorganization for the purposes of this Section 14.03 if such other corporation shall, as part of such amalgamation, consolidation,
merger, conveyance or




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transfer, comply with the conditions stated
in Article Eight of this Indenture. Nothing in Section 14.02 or in this Section 14.03 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.07 of this Indenture.


 


(d) If the Trustee or any Holder of Securities
does not file a proper claim or proof of debt in the form required in any proceeding referred to above prior to 30 days before
the expiration of the time to file such claim in such proceeding, then the holder of any Senior Indebtedness is hereby authorized,
and has the right, to file an appropriate claim or claims for or on behalf of such Holder of Securities.


 


Section
14.04 Subrogation.


 


(a) Subject to the payment in full of all
Senior Indebtedness of the Company then outstanding, the rights of the Holders shall be subrogated to the rights of the holders
of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to such
Senior Indebtedness until the principal of and interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which
the Holders or the Trustee would be entitled except for the provisions of this article, and no payment over pursuant to the provisions
of this article to or for the benefit of the holders of such Senior Indebtedness by Holders or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness of the Company, and the Holders, be deemed to be a payment by
the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this article are and are intended
solely for the purposes of defining the relative rights of the Holders, on the one hand, and the holders of such Senior Indebtedness,
on the other hand.


 


(b) Nothing contained in this Article XIV
or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other
than the holders of Senior Indebtedness of the Company, and the Holders, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders the principal of and interest on the Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than
the holders of Senior Indebtedness of the Company nor shall anything herein or therein prevent the Trustee or any Holder of Securities
from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if
any, under this article of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.


 


(c) Upon any payment or distribution of assets
of the Company referred to in this article, the Trustee, subject to the provisions of Section 6.01 of this Indenture, and the Holders
shall be entitled to rely conclusively upon any order or decree made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered to the Trustee or the Holders, for the purposes of
ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness
of the Company the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this article.


 


Section 14.05 Trustee to Effectuate Subordination. Each Holder of Securities by such Holder’s acceptance thereof authorizes
and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this article and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.


 


Section 14.06 Notice
by the Company.


 


(a) The Company shall give prompt written
notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment
of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this article. Notwithstanding the provisions
of this article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to
the provisions of this article, unless and until a Responsible Officer of the Trustee shall have received written notice




    	47



    	



    

thereof from the Company or a Holder or holders
of Senior Indebtedness or from any representative or trustee therefor; and before the receipt of any such written notice, the Trustee,
subject to the provisions of Section 6.01 of this Indenture, shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice provided for in this Section 14.06 at least two Business
Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation,
the payment of the principal of or interest on any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which such money
was received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior
to such date.


 


(b) The Trustee, subject to the provisions
of Section 6.01 of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder),
to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of
any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this
article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under this article and, if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such
payment.


 


Section
14.07 Rights of The Trustee; Holders of Senior Indebtedness.


 


(a) The Trustee in its individual capacity
shall be entitled to all the rights set forth in this article in respect of any Senior Indebtedness at any time held by it, to
the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.


 


(b) With respect to the holders of Senior
Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are
specifically set forth in this article and no implied covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of such Senior Indebtedness and, subject to the provisions of Section 6.01 of this Indenture, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall pay over or deliver to Holders, the Company or any other Person money or assets
to which any holder of such Senior Indebtedness shall be entitled by virtue of this article or otherwise.


 


Section 14.08 Subordination
May Not be Impaired.


 


(a) No right of any present or future holder
of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof that any such holder may have or otherwise be charged with.


 


(b) Without in any way limiting the generality
of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing
or releasing the subordination provided in this article or the obligations hereunder of the Holders to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any
instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person
liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising or waive any
rights against the Company and any other Person.



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(c) Each present and future holder of Senior
Indebtedness shall be entitled to the benefit of the provisions of this article notwithstanding that such holder is not a party
to this Indenture.


 


Section
14.09 Article Applicable to Paying Agents. In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this
article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent were named in this article in addition to or in
place of the Trustee; provided, however, that this Section 14.09 shall not apply to the Company or any Affiliate of the Company
if it or such Affiliate acts as Paying Agent.


 


Section
14.10 Defeasance of This Article. Notwithstanding anything contained herein to the contrary,
payments from cash or the proceeds of United States Government Obligations held in trust under Article Four hereof by the Trustee
(or other qualifying trustee) and which were deposited in accordance with the terms of Article Four hereof and not in violation
of Section 14.02 hereof for the payment of principal of and interest on the Securities shall not be subordinated to the prior payment
of any Senior Indebtedness or subject to the restrictions set forth in this article, and none of the Holders shall be obligated
to pay over any such amount to the Company or any holder of Senior Indebtedness or any other creditor of the Company.


 


Section
14.11 Subordination Language to be Included in Securities. Each Security shall contain a
subordination provision which will be substantially in the following form:


 


“The Securities are subordinated in
right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Indebtedness
(as defined in the Indenture, or as set forth in one or more indentures supplemental hereto, a Board Resolution in accordance with
Section 3.01 of the Indenture or in this Security). Each Holder by accepting a Security agrees to such subordination and authorizes
the Trustee to give it affect.”


 


Section 14.12 Trustee
Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute
to Holders of Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness
shall be entitled by virtue of this Article or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.


 


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IN WITNESS WHEREOF, each party hereto has
executed this Indenture as of the day and year first before written.


 





	 	XLIT LTD.
	 	 	 
	 	By: 	/s/ Peter Porrino 
	 	 	Name: Peter Porrino
	 	 	Title:Director







    	 



    	



    




	 	 	SIGNED AND DELIVERED AS A DEED FOR AND ON BEHALF OF
	 	 	 
	 	 	XL GROUP PLC
	 	 	as Guarantor
	 	 	 
	 	 	BY ITS LAWFULLY APPOINTED ATTORNEY
	 	 	 
	 	 	/s/ Peter Porrino
	 	 	Name: Peter Porrino
	 	 	Title: Executive Vice President and Chief Financial
Officer
	 	 	 
	 	 	IN THE PRESENCE OF
	 	 	 
	 	 	Witness
	 	 	 
	 	 	/s/ Kirstin Gould
	 	 	Name: Kirstin Gould
	 	 	Address: XL House, 8 St. Stephen’s Green, Dublin
2, Ireland







    	 



    	



    




	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By: 	/s/ Patrick Giordano
	 	 	Name: Patrick Giordano
	 	 	Title:   Vice President